UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 MARCH 26, 1995
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 0-14709
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HUTCHINSON TECHNOLOGY INCORPORATED
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(Exact name of registrant as specified in its charter)
MINNESOTA 41-0901840
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
40 WEST HIGHLAND PARK, HUTCHINSON, MINNESOTA 55350
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(Address of principal executive offices) (Zip code)
(612) 587-3797
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(Registrant's telephone number, including area code)
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(Former name, address or 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 preceeding 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
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
As of May 2, 1995 the registrant had 5,350,650 of Common Stock issued and
outstanding.
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
HUTCHINSON TECHNOLOGY INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED
(Dollars in thousands)
March 26, September 25,
1995 1994
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ASSETS
Current Assets:
Cash and cash equivalents $23,066 $18,570
Securities available for sale 1,164 - -
Receivables, net 36,701 39,115
Inventories 15,947 9,529
Prepaid taxes and other expenses 4,612 3,611
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Total current assets 81,490 70,825
Property, plant and equipment, net 80,053 77,887
Other assets 4,086 2,436
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$165,629 $151,148
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---------- -------------
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current Liabilities:
Current maturities of long-term debt $2,380 $2,380
Accounts payable and accrued expenses 9,862 7,327
Accrued compensation 12,634 8,686
Accrued income taxes 3,080 436
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Total current liabilities 27,956 18,829
Long-tem debt 36,360 37,700
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Shareholders' investment:
Common stock, $.02 par value, 15,000,000 shares
authorized, 5,350,000 and 5,333,000 issued and
outstanding 107 107
Additional paid-in capital 39,480 39,215
Retained earnings 61,726 55,297
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Total shareholders' investment 101,313 94,619
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$165,629 $151,148
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See accompanying notes to condensed consolidated financial statements.
2
HUTCHINSON TECHNOLOGY INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
(In thousands, except per share data)
Thirteen Weeks Ended Twenty-Six Weeks Ended
------------------------ ------------------------
March 26, March 27, March 26, March 27,
1995 1994 1995 1994
---------- --------- --------- ---------
Net sales $67,889 $58,636 $131,384 $105,593
Cost of sales 52,650 48,929 103,157 91,636
--------- -------- --------- --------
Gross profit 15,239 9,707 28,227 13,957
Research and development
expenses 2,892 2,053 5,718 4,120
Selling, general and
administrative expenses 6,669 5,587 13,357 11,173
--------- -------- --------- --------
Income (loss) from operations 5,678 2,067 9,152 (1,336)
Other income 303 261 633 639
Interest expense (699) (11) (1,325) (25)
--------- -------- --------- --------
Income (loss) before income taxes 5,282 2,317 8,460 (722)
Provision (benefit) for income taxes 1,198 513 2,031 (185)
--------- -------- --------- --------
Net income (loss) $4,084 $1,804 $6,429 ($537)
--------- -------- --------- --------
--------- -------- --------- --------
Net income (loss) per common
and common equivalent share $0.75 $0.33 $1.18 ($0.10)
--------- -------- --------- --------
--------- -------- --------- --------
Weighted average common and
common equivalent shares
outstanding 5,446 5,451 5,440 5,332
--------- -------- --------- --------
--------- -------- --------- --------
See accompanying notes to condensed consolidated financial statements.
3
HUTCHINSON TECHNOLOGY INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
(Dollars in thousands)
Twenty-Six Weeks Ended
-------------------------
March 26, March 27,
1995 1994
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Operating activities:
Net income (loss) $6,429 ($537)
Adjustments to reconcile net income (loss) to
cash provided by (used for) operating activities:
Depreciation and amortization 13,022 10,489
Deferred tax benefit (1,668) (1,007)
Loss (gain) on disposal of assets 147 (107)
Change in operating assets and liabilities (Note 7) 4,122 (10,916)
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Cash provided by (used for) operating activities 22,052 (2,078)
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Investing activities:
Capital expenditures (15,317) (17,467)
Sales of marketable securities -- 3,547
Purchases of marketable securities (1,164) --
--------- ---------
Cash (used for) investing activities (16,481) (13,920)
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Financing activities:
Repayments of long-term debt (1,340) (1,340)
Net proceeds from issuance of long-term debt -- 13,500
Net proceeds from issuance of common stock 265 24
--------- ---------
Cash provided by (used for) financing activities (1,075) 12,184
--------- ---------
Net increase (decrease) in cash and cash equivalents 4,496 (3,814)
Cash and cash equivalents at beginning of period 18,570 4,860
--------- ---------
Cash and cash equivalents at end of period $23,066 $1,046
--------- ---------
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See accompanying notes to condensed consolidated financial statements.
4
HUTCHINSON TECHNOLOGY INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(1) ACCOUNTING POLICIES
The condensed consolidated financial statements have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. The information furnished in the condensed
consolidated financial statements include normal recurring adjustments and
reflect all adjustments which are, in the opinion of management, necessary for a
fair presentation of such financial statements. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. Although the Company believes that the
disclosures are adequate to make the information presented not misleading, it is
suggested that these condensed consolidated financial statements be read in
conjunction with the financial statements and the notes thereto included in
the Company's latest Annual Report on Form 10-K ("Annual Report"). The
quarterly results are not necessarily indicative of the actual results that
may occur for the entire fiscal year.
(2) BUSINESS AND CUSTOMERS
The Company is the world's leading supplier of suspension assemblies for rigid
disk drives. Suspension assemblies hold the recording heads in position above
the spinning magnetic disks in the drive and are critical to maintaining the
necessary microscopic clearance between the head and disk. The Company
developed its leadership position in suspension assemblies through research,
development and design activities coupled with a substantial investment in
manufacturing technologies and equipment. The Company is focused on continuing
to develop suspension assemblies which address the rapidly changing requirements
of the rigid disk drive industry. The Company also is evaluating other product
opportunities in the medical market and does not expect any significant medical
revenues in fiscal 1995. A breakdown of customer sales is as follows:
Thirteen Weeks Ended Twenty-Six Weeks Ended
---------------------- -----------------------
March 26, March 27, March 26, March 27,
Percentage of Net Sales 1995 1994 1995 1994
- ----------------------- --------- --------- ----------- ---------
Five Largest Customers 84% 79% 85% 77%
Seagate Technology 34 26 36 25
Read-Rite 20 34 21 34
Yamaha 11 7 12 6
IBM 11 5 9 4
SAE Magnetics 8 7 7 8
Sales returns and allowances for the twenty-six weeks ended March 26, 1995 were
$1,430,000 compared to $1,889,000 for the comparable period in fiscal 1994.
(3) CASH AND CASH EQUIVALENTS
Cash equivalents consist of highly liquid investments with original maturities
of ninety days or less.
(4) SECURITIES AVAILABLE FOR SALE
Securities available for sale at March 26,1995 consisted of U.S. Treasury bills
with a market value and cost of $1,164,000. The Company follows the provisions
of Statement of Financial Accounting Standards (SFAS) No. 115 "Accounting for
Certain Investments in Debt and Equity Securities".
5
(5) INVENTORIES
All inventories are stated at the lower of last-in, first-out (LIFO) cost or
market. Inventories consisted of the following:
March 26, September 25,
1995 1994
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Raw materials $4,053 $4,339
Work in process 4,079 3,139
Finished goods 8,219 2,581
LIFO reserve (404) (530)
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$15,947 $9,529
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(6) NET INCOME (LOSS) PER SHARE
Net income (loss) per share, which is approximately equivalent on both a primary
and fully diluted basis, is based, to the extent dilutive, on the weighted
average number of common and common equivalent shares outstanding.
(7) INCOME TAXES
Income taxes have been provided based upon the estimated effective tax rate for
the fiscal year. On September 27, 1993, the Company adopted Statement of
Financial Accounting Standards No. 109 ("SFAS 109"), "Accounting for Income
Taxes". The cumulative effect of adopting SFAS 109 had no material effect on
the Company's consolidated results of operations.
The following table details the components of deferred tax assets:
March 26, September 25,
1995 1994
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Current deferred tax assets
Related to sales and accounts receivables $953 $687
Related to inventories 2,343 1,568
Accruals and other reserves 967 935
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4,263 3,190
Long-term deferred tax assets
Related to property, plant and equipment 1,301 (105)
Tax credits 5,356 3,875
Valuation allowance (2,947) (1,601)
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3,710 2,169
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Total deferred tax assets $7,973 $5,359
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The following table lists the types of tax credits available to the Company, and
their expiration dates:
Year of
Carryforward Amount Expiration
- -------------- --------- -----------------
Research and development $817 2008 - 2010
Alternative minimum tax 4,539 Does not expire
6
The Company determined that the realization of certain of these tax credits did
not meet the recognition criteria under SFAS No. 109 and, accordingly, a
valuation allowance has been established.
(8) SUPPLEMENTARY CASH FLOW INFORMATION
Twenty-Six Weeks Ended
------------------------
March 26, March 27,
1995 1994
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Changes in operating assets and liabilities:
Receivables, net $2,414 ($10,557)
Inventories (6,418) (1,246)
Prepaid taxes and other (1,001) (316)
Accounts payable and accrued liabilities 6,483 951
Accrued income taxes 2,644 252
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$4,122 ($10,916)
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-------- ---------
Cash paid for:
Interest (net of amount capitalized) $1,603 $65
Income taxes 2,000 929
Capitalized interest for the twenty-six weeks ended March 26, 1995 was $254,000
compared to $568,000 for the comparable period in fiscal 1994.
(9) ADDITIONAL LONG-TERM DEBT
On April 20, 1994 the Company obtained $30,000,000 through the placement of
senior unsecured notes bearing a fixed 7.46% interest rate and requiring
semi-annual principal payments of $1,875,000 beginning August 15, 1996. Notes
of $20,000,000, $5,000,000 and $5,000,000 were placed with Teachers Insurance
and Annuity Association of America, Central Life Assurance Company and Modern
Woodmen of America, respectively.
7
HUTCHINSON TECHNOLOGY INCORPORATED
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
THIRTEEN WEEKS ENDED MARCH 26, 1995 VS. THIRTEEN WEEKS ENDED MARCH 27, 1994.
Net sales for the thirteen weeks ended March 26, 1995 increased $9,253,000 or
16% over the comparable period in fiscal 1994. The Company shipped
approximately 16 million more suspension assemblies over the comparable period
in fiscal 1994.
Gross profit for the second quarter of fiscal 1995 increased $5,532,000 or 57%
over the comparable period in fiscal 1994 and gross profit as a percent of net
sales increased from 17% to 22%. The increase in gross profit and gross profit
as a percent of net sales was primarily due to higher sales volume and improving
manufacturing efficiencies resulting in higher production, noted above.
Research and development expenses for the second quarter of fiscal 1995 were
$2,892,000, an increase of $839,000 or 41% as compared to the same period in
fiscal 1994. The higher expenses were primarily due to increased labor
expenses. The majority of the research and development expenses are
attributable to the development of new suspension assembly types to meet
customers' changing requirements.
Selling, general and administrative expenses for the thirteen weeks ended March
26, 1995 increased $1,082,000 or 19% from the comparable period in fiscal 1994.
The increased expenses were primarily due to a $583,000 increase in profit
sharing expense and a $208,000 increase in labor expenses. As a percent of net
sales, selling, general and administrative expenses remained at 10%.
Other income for the thirteen weeks ended March 26, 1995 increased $42,000 from
the comparable period in fiscal 1994. Interest income increased by $313,000,
offset by a $300,000 reduction in licensing income. Interest expense increased
$688,000 as a result of higher outstanding debt and lower capitalization of
interest expense.
The income tax provision for the thirteen weeks ended March 26, 1995 was based
on an estimated effective tax rate for the fiscal year of 24% which was below
the statutory federal rate primarily due to the large portion of sales that
qualify for the benefit of the Company's Foreign Sales Corporation.
Net income for the second quarter of fiscal 1995 was $4,084,000, an increase of
$2,280,000 over the comparable period in fiscal 1994. The increase was
primarily due to the increased suspension assembly sales volume and
manufacturing efficiencies, noted above.
TWENTY-SIX WEEKS ENDED MARCH 26, 1995 VS. TWENTY-SIX WEEKS ENDED MARCH 27, 1994.
Net sales for the twenty-six weeks ended March 26, 1995 increased $25,791,000 or
24% over the comparable period in fiscal 1994. The Company shipped
approximately 40 million more suspension assemblies over the comparable period
in fiscal 1994.
Gross profit for the twenty-six weeks ended March 26, 1995 increased $14,270,000
or 102% over the comparable period in fiscal 1994 and gross profit as a percent
of net sales increased from 13% to 21%. The increase in gross profit and gross
profit as a percent of net sales was primarily due to higher sales volume and
improving manufacturing efficiencies resulting in higher production, noted
above.
Research and development expenses for the twenty-six weeks ended March 26, 1995
increased $1,598,000 or 39% as compared to the same period in fiscal 1994. The
higher expenses were primarily
8
due to increased labor expenses. The majority of the research and development
expenses are attributable to the development of new suspension assembly types to
meet customers' changing requirements.
Selling, general and administrative expenses for the twenty-six weeks ended
March 26, 1995 increased $2,184,000 or 20% from the comparable period in fiscal
1994. The increased expenses were primarily due to a $939,000 increase in
profit sharing expense and a $405,000 increase in labor expenses. As a
percentage of net sales, selling, general and administrative expenses decreased
from 11% to 10%.
Other income for the twenty-six weeks ended March 26, 1995 decreased $6,000 from
the comparable period in fiscal 1994. A $712,000 decrease in licensing income
was offset partially by a $548,000 increase in interest income. Interest
expense increased $1,300,000 as a result of higher outstanding debt and lower
capitalization of interest expense.
The income tax provision for the twenty-six weeks ended March 26, 1995 was based
on an estimated effective tax rate for the fiscal year of 24% which was below
the statutory federal rate primarily due to the large portion of sales that
qualify for the benefit of the Company's Foreign Sales Corporation.
Net income for the twenty-six weeks ended March 26, 1995 was $6,429,000 compared
to a net loss of $537,000 for the comparable period in fiscal 1994. The
increase was primarily due to higher sales volume and improving manufacturing
efficiencies, noted above.
LIQUIDITY AND CAPITAL RESOURCES
Principal sources of liquidity are cash flow from operations, cash balances and
additional financing capacity. The Company's cash and cash equivalents
increased to $23,066,000 at March 26, 1995 compared to $18,570,000 at September
25, 1994. The Company provided $22,052,000 from operating activities during the
twenty-six weeks ended March 26, 1995.
Cash used for capital expenditures for the twenty-six weeks ended March 26, 1995
totaled $15,317,000, a decrease of $2,150,000 from the comparable period in
fiscal 1994. The higher expenditures in fiscal 1994 were primarily for
additional manufacturing equipment at the Company's facilities in Hutchinson and
Sioux Falls and the expansion of the Company's manufacturing plant in
Hutchinson. The Company anticipates, but is not contractually committed to,
aggregate fiscal 1995 expenditures of approximately $40,000,000 for
manufacturing and support equipment at its manufacturing facilities and office
space at the Hutchinson site. Financing of these capital expenditures will be
principally from internally generated funds, cash balances and/or additional
financing capacity.
The Company maintains a $15,000,000 unsecured working capital line of credit
agreement with Harris Trust and Savings Bank and Norwest Bank Minnesota,
National Association. At March 26, 1995 the Company had no borrowings under
this agreement. The $1,340,000 annual principal installment of the $10,000,000
senior unsecured notes placed in fiscal 1989 was paid during the first quarter
of fiscal 1995. The $940,000 annual principal installment of the $7,000,000
senior unsecured notes placed in fiscal 1987 is due during the fourth quarter of
fiscal 1995. The first $1,875,000 semi-annual installment of the $30,000,000
senior unsecured notes placed in fiscal 1994 is due during the fourth quarter of
fiscal 1996. The Company's debt agreements contain various restrictive
covenants. As of March 26 1995, the Company was in compliance with all such
covenants.
The Company believes that its cash and cash equivalents, cash to be generated
from operations, its existing bank facilities and additional financing capacity
will be sufficient to meet the Company's current and long-term liquidity, debt
installments, and capital requirements.
9
MARKET TRENDS AND CERTAIN CONTINGENCIES
Due to the dynamic nature of the disk drive industry, the Company has
historically experienced significant, unforeseen increases and decreases in
demand for certain or all of its components. Also, the introduction of new
types or sizes of read/write heads and new disk drive designs tends to decrease
customers' yields with the result that the Company may experience a temporary
elevation of demand for some types of suspension assemblies. The advent of new
heads and new drive designs may require rapid development and implementation of
new suspension types which may temporarily reduce the Company's manufacturing
yields and efficiencies. There can be no assurance that such changes will not
continue to affect the Company.
The Company expects that the expanding use of smaller computers, increasingly
complex software and the emergence of new applications for disk storage that
have contributed to the historical year-to-year increases in disk drive
production will continue for the foreseeable future. However, the Company
believes demand for drives will continue to be subject, as it has in the past,
to rapid short-term changes resulting from, among other things, changes in disk
drive inventory levels, responses to competitive price changes and unpredicted
high or low market acceptance of new drive models.
In August of 1988, the Company and hundreds of other corporations were informed
that they are "potentially responsible parties" under the Comprehensive
Environmental Response Compensation and Liability Act (CERCLA) as generators of
hazardous waste disposed of at a waste site in Gary, Indiana. In December of
1989, the Company settled its potential liability under a cost recovery action
by paying $9,000 of the surface cleanup costs (estimated to have been more than
$2,000,000 in the aggregate). The settlement did not resolve the potential
liability, if any, of the Company for future cleanup costs relating to soil and
ground water contamination.
The United States Environmental Protection Agency (USEPA) notified the Company
in September 1993 of its further potential liability for reimbursement of the
cost of future additional cleanup of the Gary, Indiana site, in connection with
the Company's status as a "potentially responsible party" under CERCLA. The
Company responded to the USEPA that it is willing to cooperate with the agency
to resolve its potential liability regarding this site, and informing the USEPA
that the Company previously had entered into a settlement agreement with other
potentially responsible parties, under which the Company may be entitled to
indemnification for some or all of the liabilities referred to in the USEPA
notice.
To the Company's knowledge, no formal investigation or assessment has been done
of the magnitude of the soil and ground water contamination at the Gary, Indiana
site and there are no formal estimates of which the Company is aware concerning
the total cleanup cost.
In October of 1992, the Company was notified that it may be liable for
investigation and remediation expenses incurred pursuant to CERCLA for a
facility located in Greer, South Carolina. The notification indicated that
nearly 600 entities shipped wastes to the site between 1987 and 1991, and
identified the Company as a "potentially responsible party" at the site. In
December of 1992, the Company joined a group of many other corporations as
"potentially responsible parties" to initiate voluntary surface cleanup at the
site. The Company's contribution to the cost of the surface cleanup
preliminarily is estimated at $8,500.
The Company and certain users of the Company's products have from time to time
received, and may in the future receive, communications from third parties
asserting patents against the Company or its customers which may relate to
certain of the Company's products or to products which include the
10
Company's products as a component. Although the Company has not been a party to
any material intellectual property litigation, certain of its customers have
been sued on patents having claims closely related to products sold by the
Company. In the event any third party were to make a valid infringement claim
and a license were not available on terms acceptable to the Company, the
Company's operating results could be adversely affected.
The Company is party to certain other claims arising in the ordinary course of
business. In the opinion of management, the outcome of such claims will not
materially affect the Company's current or future financial position or results
of operations.
11
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the Company's 1995 Annual Meeting of Shareholders held on January 25th, 1995,
the shareholders approved the following:
(a) a proposal to ratify the appointment of Arthur Andersen LLP to serve
as independent public accountants of the Company for the fiscal year ending
September 24, 1995. The proposal received 4,959,824 votes for, and 13,995
votes against, ratification. There were 21,122 abstentions and no broker
non-votes.
(b) the election of directors to serve until their successors are duly
elected. Each nominated director was elected as follows:
Director - Nominee Votes For Votes Withheld
------------------------- ---------- ---------------
Jeffrey W. Green 4,969,546 25,395
Wayne M. Fortun 4,969,406 25,535
W. Thomas Brunberg 4,959,391 35,550
James E. Donaghy 4,960,741 34,200
Harry C. Ervin, Jr. 4,966,906 28,035
Richard N. Rosett 4,966,096 28,845
(c) a proposal to amend the Hutchinson Technology Incorporated 1988 Stock
Option Plan (the "Plan") to increase the number of shares authorized for
issuance under the Plan from 750,000 to 1,000,000 and to limit to 100,000
the number of shares for which any single employee may be granted options
in any one calendar year. The proposal received 4,093,666 votes for, and
813,614 votes against, the amendment. There were 79,882 abstentions and
7,779 broker non-votes.
12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a) EXHIBITS.
4.1 Restated Articles of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to Registration Statement No. 2-98270), as
amended by Articles of Amendment dated January 27, 1988 (incorporated
by reference to Exhibit 4.1 to the Company's Quarterly Report on Form
10-Q for the quarter ended December 27, 1987, File No. 0-14709).
4.2 Restated By-Laws of the Company (incorporated by reference to Exhibit
4.2 to the Company's Quarterly Report on Form 10-Q for the quarter
ended March 27, 1988, File No. 0-14709), and amendment adopted on
March 5, 1991 (incorporated by reference to Exhibit 4.2 to the
Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1991, File No. 0-14709).
4.3 Notes Purchase Agreement, dated July 9, 1987, providing for the
placement of $7,000,000 of senior unsecured notes with certain
financial institutions (incorporated by reference to Exhibit 4.8 to
the Company's Quarterly Report on Form 10-Q for the quarter ended June
28, 1987, File No. 0-14709), Amendment No. 1 to Notes Purchase
Agreement dated October 28, 1988 (incorporated by reference to Exhibit
4.3 to the Company's Annual Report on Form 10-K for the fiscal year
ended September 25, 1988, File No. 0-14709), Amendment No. 2 to Notes
Purchase Agreement dated April 30, 1990 (incorporated by reference to
Exhibit 4.6 to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 25, 1990, File No. 0-14709), Amendment dated as of
April 6, 1993 (incorporated by reference to Exhibit 4.1 to the
Company's Annual Report on Form 10-K for the fiscal year ended
September 26, 1993, File No. 0-14709), and Amendment dated as of April
18, 1994 (incorporated by reference to Exhibit 4.3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 27, 1994,
File No. 0-14709).
4.4 Notes Purchase Agreement dated October 28, 1988, providing for the
placement of $10,000,000 of senior unsecured notes with certain
financial institutions (incorporated by reference to Exhibit 4.6 to
the Company's Annual Report on Form 10-K for the fiscal year ended
September 25, 1988, File No. 0-14709), Amendment No. 1 to Notes
Purchase Agreement dated April 30, 1990 (incorporated by reference to
Exhibit 4.9 to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 25, 1990, File No. 0-14709), Amendment dated as of
April 6, 1993 (incorporated by reference to Exhibit 4.2 to the
Company's Annual Report on Form 10-K for the fiscal year ended
September 26, 1993, File No. 0-14709), and Amendment dated as of April
18, 1994 (incorporated by reference to Exhibit 4.4 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 27, 1994,
File No. 0-14709).
4.5 Interest Rate and Currency Exchange Agreement between the Company and
Harris Trust and Savings Bank, dated as of March 26, 1992
(incorporated by reference to Exhibit 4.9 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 29, 1992, File No.
0-14709), First Amendment to Interest Rate and Currency Exchange
Agreement between the Company and Harris Trust and Savings Bank dated
as of April 8, 1993 (incorporated by reference to Exhibit 4.8 to the
Company's Quarterly Report on Form 10-Q for the quarter ended March
28, 1993, File No. 0-14709), Amendment to Interest Rate and Currency
Exchange Agreement dated as of September 7, 1993 (incorporated by
reference to Exhibit 4.3 to the Company's Annual Report on Form 10-K
for the fiscal year
13
ended September 26, 1993, File No. 0-14709), Second Amendment to
Interest Rate and Currency Exchange Agreement dated as of November 30,
1993 (incorporated by reference to Exhibit 4.5 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 27, 1994,
File No. 0-14709), and Third Amendment to Interest Rate and Currency
Exchange Agreement dated as of March 24, 1994 (incorporated by
reference to Exhibit 4.5 to the Company's Quarterly Report on Form
10-Q for the quarter ended March 27, 1994, File No. 0-14709).
4.6 Trust Indenture between the City of Hutchinson, Minnesota and National
City Bank of Minneapolis, as Trustee, dated as of March 1, 1993
(incorporated by reference to Exhibit 4.9 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 28, 1993, File No.
0-14709).
4.7 Loan Agreement between the City of Hutchinson, Minnesota and the
Company, dated as of March 1, 1993 (incorporated by reference to
Exhibit 4.10 to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 28, 1993, File No. 0-14709).
4.8 Reimbursement Agreement between the Company and Harris Trust and
Savings Bank, dated as of March 1, 1993 (incorporated by reference to
Exhibit 4.11 to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 28, 1993, File No. 0-14709), Amendment to
Reimbursement Agreement dated as of November 30, 1993 (incorporated by
reference to Exhibit 4.8 to the Company's Quarterly Report on Form
10-Q for the quarter ended March 27, 1994, File No. 0-14709),
Amendment to Reimbursement Agreement dated as of March 24, 1994
(incorporated by reference to Exhibit 4.8 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 27, 1994, File No.
0-14709), and Third Amendment to Reimbursement Agreement effective as
of March 31, 1994.
4.9 Credit Agreement between the Company, Harris Trust and Savings Bank
and Norwest Bank Minnesota, National Association, dated as of November
12, 1993 (incorporated by reference to Exhibit 4.5 of the Company's
Annual Report on Form 10-K for the fiscal year ended September 26,
1993, File No. 0-14709), Amendment No. 1 to Credit Agreement effective
as of March 23, 1994 (incorporated by reference to Exhibit 4.9 to the
Company's Quarterly Report on Form 10-Q for the quarter ended March
27, 1994, File No. 0-14709), Second Amendment to Credit Agreement
effective as of March 31, 1994 (incorporated by reference to Exhibit
4.9 to the Company's Quarterly Report on Form 10-Q for the quarter
ended March 27, 1994, File No. 0-14709), and Amendment No. 3 to Credit
Agreement effective as of January 31, 1995.
4.10 Note Purchase Agreement dated as of April 20, 1994, providing for the
placement of $20,000,000 of senior unsecured notes with Teachers
Insurance and Annuity Association of America (incorporated by
reference to Exhibit 4.10 to the Company's Quarterly Report on Form
10-Q for the quarter ended March 27, 1994, File No. 0-14709).
4.11 Note Purchase Agreement dated as of April 20, 1994, providing for the
placement of $5,000,000 of senior unsecured notes with Central Life
Assurance Company (incorporated by reference to Exhibit 4.11 to the
Company's Quarterly Report on Form 10-Q for the quarter ended March
27, 1994, File No. 0-14709).
14
4.12 Note Purchase Agreement dated as of April 20, 1994, providing for the
placement of $5,000,000 of senior unsecured notes with Modern Woodmen
of America (incorporated by reference to Exhibit 4.12 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 27, 1994,
File No. 0-14709).
10.1 Employment Agreement between the Company and Wayne M. Fortun, dated as
of April 7, 1986 (incorporated by reference to Exhibit 19.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended March
16, 1986, File No. 0-14709).
10.2 Lease with Right of First Refusal from Donald Wendorff and Laura
Wendorff to the Company dated September 18, 1990 (incorporated by
reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K
for the fiscal year ended September 30, 1990, File No. 0-14709).
10.3 Technology and Manufacturing Agreement dated as of November 12, 1992
between the Company and Suncall Corporation (incorporated by reference
to Exhibit 10.3 to the Company's Annual Report on Form 10-K for the
fiscal year ended September 27, 1992, File No. 0-14709), and Amendment
to Technology and Manufacturing Agreement dated as of January 8, 1994
(incorporated by reference to Exhibit 10.3 to the Company's Quarterly
Report on Form 10-Q for the quarter ended December 26, 1993, File No.
0-14709).
10.4 Distribution Agreement dated as of November 12, 1992 between the
Company and Suncall Corporation (incorporated by reference to Exhibit
10.4 to the Company's Annual Report on Form 10-K for the fiscal year
ended September 27, 1992, File No. 0-14709), and Addendum to
Distribution Agreement dated as of August 12, 1993 (incorporated by
reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K
for the fiscal year ended September 26, 1993, File No. 0-14709).
10.5 1988 Stock Option Plan (incorporated by reference to Exhibit 10.8 to
the Company's Annual Report on Form 10-K for the fiscal year ended
September 25, 1988, File No. 0-14709), Amendment to the 1988 Stock
Option Plan (incorporated by reference to Exhibit 10.5 to the
Company's Annual Report on Form 10-K for the fiscal year ended
September 26, 1993, File No. 0-14709), and Amendment to the 1988 Stock
Option Plan.
10.6 Building Lease dated April 1988 and Amendment to Building Lease dated
August 29, 1988 (incorporated by reference to Exhibit 10.9 to the
Company's Annual Report on Form 10-K for the fiscal year ended
September 25, 1988, File No. 0-14709), Second Amendment to Building
Lease dated as of September 18, 1989, relating to the Company's Sioux
Falls, South Dakota facility (incorporated by reference to Exhibit
10.9 to the Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1990, File No. 0-14709), Third Amendment to
Building Lease dated September 19, 1991, relating to the Company's
Sioux Falls, South Dakota facility (incorporated by reference to
Exhibit 10.9 to the Company's Annual Report on Form 10-K for the
fiscal year ended September 29, 1991, File No. 0-14709), and Fourth
Amendment to Commercial Lease dated September 29, 1992, relating to
the Company's Sioux Falls, South Dakota facility (incorporated by
reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K
for the fiscal year ended September 27, 1992, File No. 0-14709).
15
10.7 Hutchinson Technology Incorporated 401-K Plan and related 401-K Trust
(incorporated by reference to Exhibit 10.10 to the Company's Annual
Report on Form 10-K for the fiscal year ended September 30, 1990, File
No. 0-14709).
10.8 Directors' Retirement Plan effective as of January 1, 1992
(incorporated by reference to Exhibit 10.12 to the Company's Annual
Report on Form 10-K for the fiscal year ended September 27, 1992, File
No. 0-14709).
10.9 Description of Bonus Program for Key Employees of Hutchinson
Technology Incorporated (incorporated by reference to Exhibit 10.13 to
the Company's Annual Report on Form 10-K for the fiscal year ended
September 27, 1992, File No. 0-14709).
11 Statement Regarding Computation of Net Income (Loss) Per Share.
b) REPORTS ON FORM 8-K.
No reports were filed on Form 8-K during the thirteen weeks ended
March 26, 1995.
16
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.
HUTCHINSON TECHNOLOGY INCORPORATED
Date: May 8, 1995 By /s/Jeffrey W. Green
------------- ------------------------------------
Jeffrey W. Green
Chairman of the Board of Directors,
Chief Executive Officer
Date: May 8, 1995 By /s/John A. Ingleman
------------- ------------------------------------
John A. Ingleman
Vice President, Chief Financial Officer,
Secretary and Treasurer
17
INDEX TO EXHIBITS
Exhibit
No. Page
-------- -------
4.8 Third Amendment to Reimbursement Agreement Electronically Filed
4.9 Amendment No. 3 to Credit Agreement Electronically Filed
10.5 Amendment to 1988 Stock Option Plan Electronically Filed
11 Statement Regarding Computation of Net Income Electronically Filed
(Loss) Per Share
27 Financial Data Schedule Electronically Filed
18