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 JUNE 25, 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 July 31, 1995 the registrant had 5,410,295 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)
June 25, September 25,
1995 1994
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ASSETS
Current Assets:
Cash and cash equivalents $25,891 $18,570
Securities available for sale 2,167 - -
Receivables, net 42,355 39,115
Inventories 14,670 9,529
Prepaid taxes and other expenses 4,461 3,611
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Total current assets 89,544 70,825
Property, plant and equipment, net 83,468 77,887
Other assets 5,734 2,436
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$178,746 $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 10,873 7,327
Accrued compensation 14,426 8,686
Accrued income taxes 5,809 436
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Total current liabilities 33,488 18,829
Long-term debt and other 37,760 37,700
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Shareholders' investment:
Common stock, $.02 par value, 15,000,000 shares authorized,
5,362,000 and 5,333,000 issued and outstanding 107 107
Additional paid-in capital 39,677 39,215
Retained earnings 67,714 55,297
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Total shareholders' investment 107,498 94,619
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$178,746 $151,148
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See accompanying notes to condensed consolidated financial statements.
HUTCHINSON TECHNOLOGY INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
(In thousands, except per share data)
Thirteen Weeks Ended Thirty-Nine Weeks Ended
-------------------------- ---------------------------
June 25, June 26, June 25, June 26,
1995 1994 1995 1994
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Net sales $81,892 $62,787 $213,276 $168,380
Cost of sales 59,997 51,442 163,154 143,078
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Gross profit 21,895 11,345 50,122 25,302
Research and development
expenses 5,700 2,142 11,418 6,262
Selling, general and
administrative expenses 8,082 5,885 21,439 17,058
---------- ---------- ----------- -----------
Income from operations 8,113 3,318 17,265 1,982
Other income 457 176 1,090 815
Interest expense (684) (375) (2,009) (400)
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Income before income taxes 7,886 3,119 16,346 2,397
Provision for income taxes 1,898 811 3,929 626
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Net income $5,988 $2,308 $12,417 $1,771
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---------- ---------- ----------- -----------
Net income per common
and common equivalent share $1.09 $0.42 $2.28 $0.33
---------- ---------- ----------- -----------
---------- ---------- ----------- -----------
Weighted average common and
common equivalent shares
outstanding 5,492 5,455 5,458 5,447
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---------- ---------- ----------- -----------
See accompanying notes to condensed consolidated financial statements.
HUTCHINSON TECHNOLOGY INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
(Dollars in thousands)
Thirty-Nine Weeks Ended
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June 25, June 26,
1995 1994
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Operating activities:
Net income $12,417 $1,771
Adjustments to reconcile net income to
cash provided by operating activities:
Depreciation and amortization 20,374 17,111
Deferred tax benefit (3,167) (1,202)
Loss on disposal of assets 260 160
Change in operating assets and liabilities
(Note 7) 6,770 (10,197)
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Cash provided by operating activities 36,654 7,643
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Investing activities:
Capital expenditures (26,188) (25,142)
Sales of marketable securities 913 3,547
Purchases of marketable securities (3,080) --
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Cash (used for) investing activities (28,355) (21,595)
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Financing activities:
Repayments of long-term debt (1,440) (14,940)
Net proceeds from issuance of long-term debt -- 43,500
Net proceeds from issuance of common stock 462 31
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Cash provided by (used for) financing
activities (978) 28,591
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Net increase in cash and cash equivalents 7,321 14,639
Cash and cash equivalents at beginning of period 18,570 4,860
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Cash and cash equivalents at end of
period $25,891 $19,499
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See accompanying notes to condensed consolidated financial statements.
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. The quarterly results are not
necessarily indicative of the actual results that may occur for the entire
fiscal year.
Statement of Financial Accounting Standards No. 121 ("SFAS 121"), "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of", requires impairment losses on long-lived assets to be recognized when an
asset's book value exceeds its expected future cash flows (undiscounted). The
Company anticipates adopting SFAS 121 in fiscal year 1997 and does not expect
that adoption will have a material impact on the financial position or results
of operations of the Company.
(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 Thirty-Nine Weeks Ended
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June 25, June 26, June 25, June 26,
Percentage of Net Sales 1995 1994 1995 1994
- ----------------------- ---------- ---------- ---------- ----------
Five Largest Customers 86% 79% 86% 78%
Seagate Technology 35 33 36 28
Read-Rite 18 24 20 30
Yamaha 15 9 13 7
IBM 10 6 9 5
SAE Magnetics 8 7 8 8
Sales returns and allowances for the thirty-nine weeks ended June 25, 1995 were
$1,994,000 compared to $2,267,000 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 June 25,1995 consisted of U.S. Treasury bills
with a market value and cost of $2,167,000. The Company follows the provisions
of Statement of Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities".
(5) INVENTORIES
All inventories are stated at the lower of last-in, first-out (LIFO) cost or
market. Inventories consisted of the following:
June 25, September 25,
1995 1994
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Raw materials $3,571 $4,339
Work in process 3,931 3,139
Finished goods 7,572 2,581
LIFO reserve (404) (530)
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$14,670 $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:
June 25, September 25,
1995 1994
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Current deferred tax assets
Related to sales and accounts
receivables $973 $687
Related to inventories 2,031 1,568
Accruals and other reserves 1,269 935
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4,273 3,190
Long-term deferred tax assets
Related to property, plant and
equipment 2,849 (105)
Tax credits 4,316 3,875
Valuation allowance (1,829) (1,601)
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5,336 2,169
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Total deferred tax assets $9,609 $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 $963 2009 - 2011
Alternative minimum tax 3,353 Does not expire
The Company determined that the realization of certain of these tax credits did
not meet the recognition criteria under SFAS 109 and, accordingly, a valuation
allowance has been established.
(8) SUPPLEMENTARY CASH FLOW INFORMATION
Thirty-Nine Weeks Ended
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June 25, June 26,
1995 1994
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Changes in operating assets and liabilities:
Receivables, net ($3,240) ($11,668)
Inventories (5,141) (2,236)
Prepaid taxes and other (1,008) (10)
Accounts payable and accrued liabilities 9,286 2,680
Accrued income taxes 5,373 1,037
Other non-current liabilities 1,500 --
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$6,770 ($10,197)
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Cash paid for:
Interest (net of amount capitalized) $226 $15
Income taxes 2,800 1,425
Capitalized interest for the thirty-nine weeks ended June 25, 1995 was $360,000
compared to $922,000 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.
HUTCHINSON TECHNOLOGY INCORPORATED
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
THIRTEEN WEEKS ENDED JUNE 25, 1995 VS. THIRTEEN WEEKS ENDED JUNE 26, 1994.
Net sales for the thirteen weeks ended June 25, 1995 increased $19,105,000 or
30% over the comparable period in fiscal 1994. The Company shipped
approximately 25 million more suspension assemblies over the comparable period
in fiscal 1994.
Gross profit for the third quarter of fiscal 1995 increased $10,550,000 or 93%
over the comparable period in fiscal 1994 and gross profit as a percent of net
sales increased from 18% to 27%. The increase in gross profit and gross profit
as a percent of net sales was primarily due to improving manufacturing
efficiencies and higher sales volume, noted above.
The majority of the research and development expenses are attributable to the
development of new suspension assembly types to meet customers' changing
requirements. Research and development expenses for the third quarter of fiscal
1995 were $5,700,000, an increase of $3,558,000 or 166% as compared to the same
period in fiscal 1994. The increase was primarily due to the technology sharing
agreement with IBM to develop trace suspension assemblies (see Liquidity and
Capital Resources below).
Selling, general and administrative expenses for the thirteen weeks ended June
25, 1995 increased $2,197,000 or 37% from the comparable period in fiscal 1994.
The increased expenses were primarily due to a $1,001,000 increase in labor
expenses and a $611,000 increase in profit sharing expense. As a percent of net
sales, selling, general and administrative expenses increased from 9% to 10%.
Other income for the thirteen weeks ended June 25, 1995 increased $281,000 from
the comparable period in fiscal 1994. The increase was primarily due to an
increase in interest income as a result of a higher average investment balance.
Interest expense increased $309,000 as a result of higher outstanding debt and
lower capitalization of interest expense.
The income tax provision for the thirteen weeks ended June 25, 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 third quarter of fiscal 1995 was $5,988,000, an increase of
$3,680,000 over the comparable period in fiscal 1994. The increase was
primarily due to improving manufacturing efficiencies and higher sales volume,
noted above.
THIRTY-NINE WEEKS ENDED JUNE 25, 1995 VS. THIRTY-NINE WEEKS ENDED JUNE 26, 1994.
Net sales for the thirty-nine weeks ended June 25, 1995 increased $44,896,000 or
27% over the comparable period in fiscal 1994. The Company shipped
approximately 65 million more suspension assemblies over the comparable period
in fiscal 1994.
Gross profit for the thirty-nine weeks ended June 25, 1995 increased $24,820,000
or 98% over the comparable period in fiscal 1994 and gross profit as a percent
of net sales increased from 15% to 24%. The increase in gross profit and gross
profit as a percent of net sales was primarily due to improving manufacturing
efficiencies and higher sales volume, noted above.
The majority of the research and development expenses are attributable to the
development of new suspension assembly types to meet customers' changing
requirements. Research and development expenses for the thirty-nine weeks ended
June 25, 1995 increased $5,156,000 or 82% as compared to the same period in
fiscal 1994. The higher expenses were primarily due to the technology sharing
agreement, noted above, and increased labor expenses of $1,387,000.
Selling, general and administrative expenses for the thirty-nine weeks ended
June 25, 1995 increased $4,381,000 or 26% from the comparable period in fiscal
1994. The increased expenses were primarily due to a $1,550,000 increase in
profit sharing expense and a $1,405,000 increase in labor expenses. As a
percent of net sales, selling, general and administrative expenses remained at
10%.
Other income for the thirty-nine weeks ended June 25, 1995 increased $275,000
from the comparable period in fiscal 1994. A $1,083,000 increase in interest
income, as a result of a higher average investment balance, was offset partially
by a $776,000 decrease in licensing income. Interest expense increased
$1,609,000 as a result of higher outstanding debt and lower capitalization of
interest expense.
The income tax provision for the thirty-nine weeks ended June 25, 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 thirty-nine weeks ended June 25, 1995 was $12,417,000
compared to $1,771,000 for the comparable period in fiscal 1994. The increase
was primarily due to improving manufacturing efficiencies and higher sales
volume, 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 $25,891,000 at June 25, 1995 compared to $18,570,000 at September
25, 1994. The Company provided $36,654,000 from operating activities during the
thirty-nine weeks ended June 25, 1995.
Cash used for capital expenditures for the thirty-nine weeks ended June 25, 1995
totaled $26,188,000, an increase of $1,046,000 from the comparable period in
fiscal 1994. The Company anticipates, but is not contractually committed to,
(i) aggregate fiscal 1995 expenditures of approximately $40,000,000 for
manufacturing and support equipment at its manufacturing facilities and for
office space at the Hutchinson site, and (ii) aggregate fiscal 1996 expenditures
of approximately $80,000,000 for manufacturing and support equipment at its
manufacturing facilities and for manufacturing space. 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 June 25, 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 June 25, 1995, the Company was in compliance with all such
covenants.
The Company has entered into a Technology Transfer and Development Agreement
(the "Development Agreement") and a Patent License Agreement with IBM. Under
the Development Agreement, IBM will make available to the Company the results
of many years of research by IBM into a new type of suspension, called a
"trace suspension assembly" or "TSA". The Company and IBM will pursue joint
research and development efforts to complete the commercialization of TSA
designs. The Company itself already has devoted substantial efforts
independent of IBM to the research and development of TSAs, and will
contribute its existing TSA technology to the joint effort. Under the
Development Agreement the Company is required to make periodic payments over
the next four years totalling $2,500,000, all of which has been reflected as
a one-time expense in the thirteen weeks ended June 25, 1995. Upon shipment
of a specified cumulative quantity of TSAs, the Company will be required to pay
additional fixed sums totalling $5,500,000 over four years, all of which will
be charged as a one-time expense in the period the specified quantity of TSAs
are shipped.
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.
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. As heads become still
smaller, as with pico-sized heads, or require more leads, as with those of
magneto-resistive (MR) design, the Company believes trace suspension assemblies
will be of increasing importance.
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 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.
NEW ACCOUNTING PRONOUNCEMENT
Statement of Financial Accounting Standards No. 121 ("SFAS 121"), "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of", requires impairment losses on long-lived assets to be recognized when an
asset's book value exceeds its expected future cash flows (undiscounted). The
Company anticipates adopting SFAS 121 in fiscal year 1997 and does not expect
that adoption will have a material impact on the financial position or results
of operations of the Company.
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 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), Third Amendment to Reimbursement Agreement effective as of
March 31, 1994 (incorporated by reference to Exhibit 4.8 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 26, 1995, File
No. 0-14709), and Fourth Amendment to Reimbursement Agreement effective as
of March 27, 1995.
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), Amendment No. 3 to Credit Agreement effective as of January 31,
1995 (incorporated by reference to Exhibit 4.9 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 26, 1995, File No.
0-14709), and Amendment No. 4 to Credit Agreement effective as of March
27, 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).
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 (incorporated by
reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q
for the quarter ended March 26, 1995, File No. 0-14709).
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).
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).
10.10 Technology Transfer and Development Agreement, effective as of September
1, 1994, between Hutchinson Technology Incorporated and International
Business Machines Corporation.
10.11 Patent License Agreement, effective as of September 1, 1994, between
Hutchinson Technology Incorporated and International Business Machines
Corporation.
11 Statement Regarding Computation of Net Income (Loss) Per Share.
27 Financial Data Schedule.
b) REPORTS ON FORM 8-K.
No reports were filed on Form 8-K during the thirteen weeks ended June 25,
1995.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HUTCHINSON TECHNOLOGY INCORPORATED
Date: July 31, 1995 By /s/Jeffrey W. Green
-------------------- ----------------------------------
Jeffrey W. Green
Chairman of the Board of Directors,
Chief Executive Officer
Date: July 31, 1995 By /s/John A. Ingleman
-------------------- ----------------------------------
John A. Ingleman
Vice President, Chief Financial
Officer,
Secretary and Treasurer
INDEX TO EXHIBITS
Exhibit
No. Page
- ------- ------
4.8 Fourth Amendment to Reimbursement Agreement Electronically
Filed
4.9 Amendment No. 4 to Credit Agreement Electronically
Filed
10.10 Technology Transfer and Development Agreement Electronically
Filed
10.11 Patent License Agreement Electronically
Filed
11 Statement Regarding Computation of Net Electronically
Income (Loss) Per Share Filed
27 Financial Data Schedule Electronically
Filed