FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended April 30, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period _________________ to _________________.
Commission file number 0-3947
HACH COMPANY
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 42-0704420
- ------------------------------- -------------------
(State or Other jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
5600 Lindbergh Drive
Loveland, Colorado 80537
- --------------------------- ------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (970) 669-3050
Securities registered pursuant to Section 12 (b) of the Act: None.
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, $1.00 Par Value
-----------------------------
(Title of Class)
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 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. [X]
As of June 30, 1995, 11,363,818 shares of Common Stock were outstanding. The
aggregate value of 5,724,053 shares of Common Stock held by non-affiliates
(based upon the last sales price of $13.50 for the Registrant's Common Stock
listed in The WALL STREET JOURNAL in the NASDAQ National Market System section
on June 30, 1995) was approximately $77,274,715.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Hach Company Annual Report to Stockholders for the year ended
April 30, 1995 (the "1995 Annual Report") are incorporated by reference into
Parts I, II and IV.
Portions of the Hach Company Proxy Statement for the Annual Meeting of
Stockholders scheduled to be held August 29, 1995 (the "1995 Proxy Statement")
are incorporated by reference into Part III.
-2-
PART I
ITEM 1. BUSINESS
The Registrant was incorporated in Iowa in 1951 and reincorporated in
Delaware on April 3, 1968.
Additional information required by this item appears under the heading
"Description of Business" on pages 17 and 18 of the 1995 Annual Report and as
Note 6 of the Notes to Consolidated Financial Statements, "Segment Information",
on pages 26 and 27 of the 1995 Annual Report, all of which is incorporated
herein by reference.
ITEM 2. PROPERTIES
The principal physical properties of the Registrant are as follows:
The Registrant owns a 150,000 square foot steel frame, concrete building
situated on 50 acres adjacent to the Loveland, Colorado airport at 5600
Lindbergh Drive in Loveland, Colorado. This building contains the Registrant's
executive and administrative offices and its research, development, engineering
and instrument manufacturing operations.
The Registrant also owns a 169,000 square foot building complex situated on
45 acres at 100 Dayton Avenue in Ames, Iowa. These facilities contain chemical
manufacturing operations, a chemical research laboratory, the home office
service function and the shipping department and warehouse for all of the
products manufactured and sold by the Registrant.
The Registrant also owns two buildings totaling 45,000 square feet located
in Loveland, Colorado. These buildings contain the Registrant's plastic
component manufacturing operation, part of the Registrant's component assembly
operation, and an employee training center.
The Registrant's wholly-owned subsidiary, Hach Europe, S.A., owns a
distribution and manufacturing plant containing approximately 44,000 square feet
in Namur, Belgium.
All of the Registrant's principal physical properties are modern and were
designed and constructed to the Registrant's specifications specifically for use
in its business.
-3-
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders in the fourth
quarter of the year ended April 30, 1995.
EXECUTIVE OFFICERS OF REGISTRANT
Name Age
---- ---
Kathryn Hach-Darrow 72 Chairman of the Board, Chief Executive Officer,
Chairman of the Executive Committee and Director
Bruce J. Hach 49 President and Chief Operating Officer and Director
Robert O. Case 73 Secretary, and General Counsel
Gary R. Dreher 42 Vice President and Chief Financial Officer and Director
Loel J. Sirovy 56 Senior Vice President, Operations
Jerry M. Churchill 55 Vice President, Domestic Sales and Director
Randall A. Petersen 43 Vice President, Human Resources
John C. Privette 40 Vice President, Sales and Marketing
Larry Thompson 51 Vice President, Ames Operation
Kathryn Hach-Darrow has been active in the business of the Registrant since
its inception. She has served on the Board of Directors and was responsible,
prior to May 6, 1977, as Executive Vice President for certain of the
Registrant's administrative and marketing matters. On May 5, 1977, the Board of
Directors elected Mrs. Hach-Darrow President and Chief Operating Officer. On
April 28, 1983, she was elected Vice Chairman of the Board of Directors and on
February 28, 1986 she was elected Chairman of the
-4-
Board, Chief Executive Officer and Chairman of the Executive Committee and
Director, and has served in these capacities since that date.
Bruce J. Hach, son of Kathryn Hach-Darrow, joined the Registrant November
1, 1970 and served the Company in various capacities. From August 27, 1985 to
February 28, 1986, he was an Assistant Vice President in charge of Human
Relations. He was elected Senior Vice President on February 28, 1986. On April
30, 1987, he was elected a Director of the Registrant, and he was elected
Executive Vice President of the Registrant on August 27, 1987. In August, 1988,
he was elected President and Chief Operating Officer of the Registrant, and has
served in these capacities since that date.
Robert O. Case has been Secretary of the Registrant since May 29, 1968. He
was named General Counsel to the Company on August 29, 1989. From September,
1989 to February, 1991, he was a shareholder of the Chicago, Illinois law firm
of Schuyler, Roche & Zwirner, and a member of its management committee. From
February 1, 1991, to April 30, 1993, he was of counsel to Schuyler, Roche &
Zwirner. Mr. Case was a senior member of the law firm of Walsh, Case & Brown
for more than the previous two years prior to joining Schuyler, Roche &
Zwirner. Since May 1, 1993, Mr. Case has been of counsel to McBride Baker &
Coles, a Chicago, Illinois law firm. Mr. Case was a director of the Company
from May 29, 1968 until his retirement as a Director of the Company
effective at the August 30, 1994 Annual Meeting of Shareholders.
Jerry M. Churchill joined the Registrant on December 1, 1977 as Marketing
Manager of Carle Instruments, Inc., which was a wholly-owned subsidiary of the
Registrant engaged in the manufacturing and sale of gas chromatographs. On
April 2, 1981, he was elected Vice President of Operations of Carle Instruments,
Inc. After Carle Instruments, Inc. was merged into Hach Company, Mr. Churchill
was made Assistant Vice President of Chromatography Operations on September 18,
1983. On February 28, 1986, he was elected Vice President of Domestic Sales and
Marketing. On February 27, 1990, he was elected Senior Vice President of
Marketing and Sales, and on August 28, 1990 he was elected a Director of the
Registrant. On August 25, 1992, he was elected Senior Vice President, Domestic
Sales of the Registrant. On August 24, 1993 he was elected Vice President,
Sales of the Registrant. On November 22, 1994 he was named Vice President,
Domestic Sales of the Registrant and has served in that capacity since that
date. Mr. Churchill's current term as a Director of the Registrant will expire
effective at the Company's 1995 Annual Meeting of Shareholders, and he will not
stand for re-election at that meeting, but will continue as an officer of the
Registrant.
-5-
Loel J. Sirovy joined the Registrant on October 19, 1972. He has held a
number of management positions in Production and Human Relations. On September
1, 1985, he was elected Vice President-Instrument Operations. On April 28,
1989, he was elected Senior Vice President, Manufacturing. On August 25, 1992,
he was elected Senior Vice President, Operations of the Registrant, and has
served in that capacity since that date.
Gary R. Dreher joined the Registrant on January 17, 1977. He has held a
variety of positions since then. In September, 1985 he was named Controller for
the Company. In August, 1990, he was elected Vice President and Controller. In
August, 1991, he was elected Vice President and Treasurer of the Registrant. He
was named Vice President and Chief Financial Officer on November 22, 1994 and
has served in that capacity since that date. He was elected a Director of the
Company at the Company's Annual Meeting of Shareholders on August 30, 1994.
Randall A. Petersen joined the Registrant October 14, 1974. He has held a
number of management positions in Manufacturing and Human Resources. On April
28, 1989, he was elected Vice President, Human Resources of the Registrant, and
has served in that capacity since that date.
John C. Privette joined the Registrant December 1, 1986. He has held a
number of positions in Marketing. In October, 1989 he was named Director of
Domestic Marketing. On August 25, 1992 he was elected Vice President, Marketing
of the Registrant. On November 22, 1994 he was elected Vice President, Sales
and Marketing of the Registrant and has served in that capacity since that date.
Larry Thompson joined the Registrant on April 6, 1964. He has held a
variety of positions in Chemical Operations since then. In April, 1991 he was
named Plant Manager of the Ames, Iowa facility. On August 25, 1992, he was
elected Vice President, Ames Operations of the Registrant, and has served in
that capacity since that date.
Richard D. Vanous, 42, joined the Registrant on February 16, 1976 as an
Analytical Chemist. Subsequently, he has held a number of management positions
in Marketing and Chemical Operations. On February 28, 1986 he was elected
Senior Vice President, Research and Development and Chemical Operations. On
August 25, 1992, he was elected Executive Vice President, Research &
Development, Marketing and Sales and Director of the Registrant. On August 24,
1993, he was elected Senior Vice President, Research & Development, Marketing
and Sales, of the Registrant. His title was changed to Vice President, Research
and Development on November 22, 1994 and he served in that capacity until he
resigned from all positions with the Company as of May 5, 1995.
-6-
The officers of the Company serve at the pleasure of the Board of
Directors.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information required by this item appears under the heading "Common
Stock Price Range and Dividends" on page 18 of the 1995 Annual Report, and is
incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item appears under the heading the
"Comparative Financial Data - 10-Year Summary" on pages 14 and 15 of the 1995
Annual Report, and is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
The information required by this item appears in the Chairman's and
President's letter "To Our Fellow Shareholders" on pages 2, 3, and 4 of the 1995
Annual Report, and under the heading "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on pages 16 and 17 of the 1995
Annual Report, all of which is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item appears in the Consolidated Financial
Statements and the Notes thereto on pages 19 through 27 of the 1995 Annual
Report, and is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
-7-
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item appears under the heading "Election
of Directors" on pages 3 through 8 in the 1995 Proxy Statement and under the
caption "Executive Officers of the Registrant" at pages 4 through 7 at the end
of Part I of this Report, and is incorporated by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item appears under the heading "Executive
Compensation" on pages 11 through 15 in the 1995 Proxy Statement, and is
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item appears under the headings "Security
Ownership of Certain Beneficial Owners and Management" at pages 2 and 3 and
"Election of Directors" on pages 3 through 8 in the 1995 Proxy Statement, and is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item appears under the headings "Certain
Relationships and Related Transactions" on page 8 of the 1995 Proxy Statement,
"Executive Employment Agreements" on pages 14 and 15, and "Compensation
Committee Interlocks and Insider Participation" on page 18 of the 1995 Proxy
Statement, and each is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this Report on Form 10-K:
1. FINANCIAL STATEMENTS: The information required by this item
appears on the pages listed below in the 1995 Annual Report, and is incorporated
by reference in response to Item 14(a)1.
-8-
Page No. in
1995 Annual Report
------------------
Report of Independent Accountants. . . . . . . . . . . . . . . . 19
Financial Statements:
Consolidated statements of income for the
years ended April 30, 1995, 1994 and 1993. . . . . . 20
Consolidated balance sheets, April 30, 1995
and 1994 . . . . . . . . . . . . . . . . . . . . . . 21
Consolidated statements of stockholders' equity
for the years ended April 30, 1995, 1994
and 1993 . . . . . . . . . . . . . . . . . . . . . . 22
Consolidated statements of cash flows
for the years ended April 30, 1995, 1994
and 1993 . . . . . . . . . . . . . . . . . . . . . . 23
Notes to consolidated financial statements . . . . . . 24
2. FINANCIAL STATEMENT SCHEDULES: None.
3. EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K: The following
exhibits are included in this Annual Report on Form 10-K. The items identified
below as Exhibits (10)c - (10)k are management contracts or compensatory plans
required to be filed as an Exhibit to this Annual Report on Form 10-K pursuant
to Item 14(c) of Form 10-K.
No. assigned in
Exhibit Table on Page No. in
Item 601 of Reg. S-K Exhibit this Report
- -------------------- --------------------- -----------
(3) a. Certificate of Incorporation of the
Registrant (as amended to date) --
-9-
hereby incorporated by reference to
Exhibit (3)a. to the Registrant's Annual
Report on Form 10-K for the year ended
April 30, 1993, Commission File No. 0-3947
(3) b. By-laws of the Registrant, as amended
through July 27, 1995 18
(10) c. Hach Company 1993 Stock Option Plan
incorporated by reference to Exhibit (10)c.
to the Registrant's Annual Report on Form
10-K for the year ended April 30, 1994,
Commission File No. 0-3947
(10) d. Form of Stock Option Agreement under 1993
Stock Option Plan incorporated by reference
to Exhibit (10)d. to the Registrant's
Annual Report on Form 10-K for the year
ended April 30, 1994, Commission File No. 0-3947
(10) e. Hach Company Restated 1983 Stock Option
Plan -- hereby incorporated by reference to
Exhibit (10)d. to the Registrant's Annual
Report on Form 10-K for the year ended
April 30, 1993, Commission File No. 0-3947
(10) f. Form of Stock Option Agreements for 1983
Stock Option Plan -- as filed herewith and
hereby incorporated by reference to Exhibit
(10)e. of the Registrant's Annual Report on
Form 10-K for the fiscal year ended
April 30, 1991, Commission File No. 0-3947
-10-
(10) g. Hach Company Restated Directors' Bonus
Compensation Plan -- hereby incorporated by
reference to Exhibit (10) f. of the
Registrant's Annual Report on Form 10-K for
the fiscal year ended April 30, 1991,
Commission File No. 0-3947
(10) h. Executive Employment Agreements between the
Company and each of Bruce J. Hach, Richard
D. Vanous, Loel J. Sirovy, Jerry M.
Churchill, Gary R. Dreher, Randall A.
Petersen, Larry Thompson and John C.
Privette -- incorporated by reference to
Exhibit 10(h.) to the Registrant's Annual
Report on Form 10-K for the year ended
April 30, 1994, Commission File No. 0-3947
(10) i. Hach Company 1995 Employee Stock Purchase
Plan 29
(10) j. Hach Company Deferred Compensation Plan
(as amended through March 1, 1995) 37
(10) k. Trust Under Hach Company Deferred Compensation
Plan dated as of April 10, 1995 between the
Company and the Dauphin Deposit Bank and Trust
Company, as trustee 67
(13) l. Pages 2, 3, 4 and 14 through 27 of the
Registrant's Annual Report to Stockholders
for the year ended April 30, 1995 77
(21) m. Subsidiaries of the Registrant 98
-11-
(23) n. Consent of Coopers & Lybrand L.L.P. 99
(27) o. Financial Data Schedule (electronic filing only) 100
(b) No reports on Form 8-K were filed during the quarter ended April 30,
1995.
(c) and (d) The exhibits and financial statement schedules required to be
filed by this item are attached to or incorporated by reference in this report.
-12-
SIGNATURES
Pursuant to the requirements of Section 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.
HACH COMPANY
By:/s/ Kathryn Hach-Darrow
------------------------------------
Kathryn Hach-Darrow, Chairman of the
Board of Directors and Chief
Executive Officer
Date: July 27, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/ Kathryn Hach-Darrow
- ------------------------------------------
Kathryn Hach-Darrow, Chairman of the Board,
Chief Executive Officer and Director
(principal executive officer)
Date: July 27, 1995
/s/ Gary R. Dreher
- ------------------------------------------
Gary R. Dreher, Vice President and
Chief Financial Officer, and Director
(principal financial and accounting officer)
Date: July 27, 1995
/s/ Bruce J. Hach /s/ Fred W. Wenninger
- ----------------------------- -----------------------------
Bruce J. Hach, Director Fred W. Wenninger, Director
Date: July 27, 1995 Date: July 27, 1995
/s/ Joseph V. Schwan /s/ John N. McConnell
- ----------------------------- -----------------------------
Joseph V. Schwan, Director John N. McConnell, Director
Date: July 27, 1995 Date: July 27, 1995
/s/ Linda O. Doty /s/ Jerry M. Churchill
- ----------------------------- -----------------------------
Linda O. Doty, Director Jerry M. Churchill, Director
Date: July 27, 1995 Date: July 27, 1995
INDEX TO EXHIBITS
No. assigned in
Exhibit Table on Page No. in
Item 601 of Reg. S-K Exhibit this Report
- -------------------- --------------------- -----------
(3) a. Certificate of Incorporation of the
Registrant (as amended to date) --
hereby incorporated by reference to
Exhibit (3)a. to the Registrant's Annual
Report on Form 10-K for the year ended
April 30, 1993, Commission File No. 0-3947
(3) b. By-laws of the Registrant, as amended
through July 27, 1995
(10) c. Hach Company 1993 Stock Option Plan
incorporated by reference to Exhibit (10)c.
to the Registrant's Annual Report on Form
10-K for the year ended April 30, 1994,
Commission File No. 0-3947
(10) d. Form of Stock Option Agreement under 1993
Stock Option Plan incorporated by reference
to Exhibit (10)d. to the Registrant's
Annual Report on Form 10-K for the year
ended April 30, 1994, Commission File No. 0-3947
(10) e. Hach Company Restated 1983 Stock Option
Plan -- hereby incorporated by reference to
Exhibit (10)d. to the Registrant's Annual
Report on Form 10-K for the year ended
April 30, 1993, Commission File No. 0-3947
(10) f. Form of Stock Option Agreements for 1983
Stock Option Plan -- as filed herewith and
hereby incorporated by
reference to Exhibit (10)e. of the Registrant's
Annual Report on Form 10-K for the fiscal year
ended April 30, 1991, Commission File No. 0-3947
(10) g. Hach Company Restated Directors' Bonus
Compensation Plan -- hereby incorporated by
reference to Exhibit (10) f. of the
Registrant's Annual Report on Form 10-K for
the fiscal year ended April 30, 1991,
Commission File No. 0-3947
(10) h. Executive Employment Agreements between the
Company and each of Bruce J. Hach, Richard
D. Vanous, Loel J. Sirovy, Jerry M.
Churchill, Gary R. Dreher, Randall A.
Petersen, Larry Thompson and John C.
Privette -- incorporated by reference to
Exhibit 10(h.) to the Registrant's Annual
Report on Form 10-K for the year ended
April 30, 1994, Commission File No. 0-3947
(10) i. Hach Company 1995 Employee Stock Purchase
Plan 29
(10) j. Hach Company Deferred Compensation Plan
(as amended through March 1, 1995) 37
(10) k. Trust Under Hach Company Deferred Compensation
Plan dated as of April 10, 1995 between the
Company and the Dauphin Deposit Bank and Trust
Company, as trustee 67
(13) l. Pages 2, 3, 4 and 14 through 27 of the
Registrant's Annual Report to Stockholders
for the year ended April 30, 1995 77
(21) m. Subsidiaries of the Registrant 98
(23) n. Consent of Coopers & Lybrand L.L.P. 99
(27) o. Financial Data Schedule (electronic filing only) 100