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 24, 1996 --------------------------------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________________ to _____________________ Commission File Number 0-14709 ------------------------------------- HUTCHINSON TECHNOLOGY INCORPORATED ------------------------------------------------------------ (Exact name of registrant as specified in its charter) MINNESOTA 41-0901840 ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 40 WEST HIGHLAND PARK, HUTCHINSON, MINNESOTA 55350 ---------------------------------------------------------------------- (Address of principal executive offices) (Zip code) (320) 587-3797 ---------------------------------------------------------------------- (Registrant's telephone number, including area code) ---------------------------------------------------------------------- (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 ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of April 24, 1996 the registrant had 5,449,145 of Common Stock issued and outstanding. - -------------------------------------------------------------------------------- PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. HUTCHINSON TECHNOLOGY INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED (Dollars in thousands) March 24, September 24, 1996 1995 ----------- ------------- ASSETS Current assets: Cash and cash equivalents $18,535 $30,479 Securities available for sale 2,061 1,190 Receivables, net 44,019 40,683 Inventories 18,789 13,298 Prepaid taxes and other expenses 6,228 4,842 ---------- ---------- Total current assets 89,632 90,492 Property, plant and equipment, net 114,705 93,816 Other assets 8,035 6,590 ---------- ---------- $212,372 $190,898 ---------- ---------- ---------- ---------- LIABILITIES AND SHAREHOLDERS' INVESTMENT Current liabilities: Current maturities of long-term debt $6,180 $4,255 Accounts payable and accrued expenses 20,697 13,907 Accrued compensation 17,071 13,628 Accrued income taxes 6,249 4,418 ---------- ---------- Total current liabilities 50,197 36,208 Long-term debt and other 35,180 34,945 ---------- ---------- Shareholders' investment: Common stock, $.02 par value, 15,000,000 shares authorized, 5,449,000 and 5,447,000 issued and outstanding 109 109 Additional paid-in capital 43,317 43,261 Retained earnings 83,569 76,375 ---------- ---------- Total shareholders' investment 126,995 119,745 ---------- ---------- $212,372 $190,898 ---------- ---------- ---------- ---------- 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 Twenty-Six Weeks Ended ------------------------ ------------------------ March 24, March 26, March 24, March 26, 1996 1995 1996 1995 --------- --------- --------- --------- Net sales $86,546 $67,889 $169,878 $131,384 Cost of sales 68,667 52,650 130,555 103,157 -------- -------- -------- -------- Gross profit 17,879 15,239 39,323 28,227 Research and development expense 3,750 2,892 12,803 5,718 Selling, general and administrative expense 8,537 6,669 17,100 13,357 -------- -------- -------- -------- Income from operations 5,592 5,678 9,420 9,152 Other income 368 303 689 633 Interest expense (407) (699) (887) (1,325) -------- -------- -------- -------- Income before income taxes 5,553 5,282 9,222 8,460 Provision for income taxes 1,221 1,198 2,028 2,031 -------- -------- -------- -------- Net income $4,332 $4,084 $7,194 $6,429 -------- -------- -------- -------- -------- -------- -------- -------- Net income per common and common equivalent share $0.77 $0.75 $1.28 $1.18 -------- -------- -------- -------- -------- -------- -------- -------- Weighted average common and common equivalent shares outstanding 5,596 5,446 5,606 5,440 -------- -------- -------- -------- -------- -------- -------- -------- See accompanying notes to condensed consolidated financial statements. HUTCHINSON TECHNOLOGY INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED (Dollars in thousands) Twenty-Six Weeks Ended ------------------------- March 24, March 26, 1996 1995 --------- --------- Operating activities: Net income $7,194 $6,429 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 15,308 13,022 Deferred tax benefit (1,298) (1,668) Loss on disposal of assets 157 147 Change in operating assets and liabilities (Note 5) 4,686 4,122 -------- -------- Cash provided by operating activities 26,047 22,052 -------- -------- Investing activities: Capital expenditures (36,336) (15,317) Sales of marketable securities 3,070 -- Purchases of marketable securities (3,941) (1,164) -------- -------- Cash used for investing activities (37,207) (16,481) -------- -------- Financing activities: Repayments of long-term debt (1,340) (1,340) Proceeds from issuance of long-term debt 500 -- Net proceeds from issuance of common stock 56 265 -------- -------- Cash used for financing activities (784) (1,075) -------- -------- Net increase (decrease) in cash and cash equivalents (11,944) 4,496 Cash and cash equivalents at beginning of period 30,479 18,570 -------- -------- Cash and cash equivalents at end of period $18,535 $23,066 -------- -------- -------- -------- 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. (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 but does not expect any significant medical revenues in fiscal 1996. A breakdown of customer sales is as follows: Thirteen Weeks Ended Twenty-Six Weeks Ended ------------------------ ------------------------ March 24, March 26, March 24, March 26, Percentage of Net Sales 1996 1995 1996 1995 - ----------------------- --------- --------- --------- --------- Five Largest Customers 90% 84% 90% 85% Seagate Technology 34 34 33 36 Yamaha 17 11 16 12 Read-Rite 15 20 17 21 SAE Magnetics 12 8 14 7 IBM 12 11 10 9 Sales returns and allowances for the twenty-six weeks ended March 24, 1996 were $986,000 compared to $1,430,000 for the comparable period in fiscal 1995. (3) INVENTORIES All inventories are stated at the lower of last-in, first-out (LIFO) cost or market. Inventories consisted of the following: March 24, September 24, 1996 1995 --------- ------------- Raw materials $4,276 $3,019 Work in process 5,252 3,159 Finished goods 9,546 7,455 LIFO reserve (285) (335) ------- ------- $18,789 $13,298 ------- ------- ------- ------- (4) INCOME TAXES The following table details the components of net deferred tax assets: March 24, September 24, 1996 1995 --------- ------------- Current net deferred tax assets Related to sales and accounts receivables $797 $702 Related to inventories 2,724 1,830 Accruals and other reserves 2,321 1,783 -------- -------- 5,842 4,315 Long-term net deferred tax assets Related to property, plant and equipment 2,750 2,858 Accruals and other reserves 2,207 602 Tax credits 4,933 4,933 Valuation allowance (2,235) (2,235) -------- -------- 7,655 6,158 -------- -------- Total net deferred tax assets $13,497 $10,473 -------- -------- -------- -------- 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 $1,395 2009 - 2011 Alternative minimum tax 3,538 Does not expire The Company determined that the realization of certain of these tax credits did not meet the recognition criteria under Statement of Financial Accounting Standards No. 109 ("SFAS 109"), "Accounting for Income Taxes", and accordingly, a valuation allowance has been established. (5) SUPPLEMENTARY CASH FLOW INFORMATION Twenty-Six Weeks Ended ------------------------ March 24, March 26, 1996 1995 --------- --------- Changes in operating assets and liabilities: Receivables, net ($3,336) $2,414 Inventories (5,491) (6,418) Prepaid taxes and other (1,551) (1,001) Accounts payable and accrued liabilities 10,233 6,483 Accrued income taxes 1,831 2,644 Other non-current liabilities 3,000 -- ------- ------- $4,686 $4,122 ------- ------- ------- ------- Cash paid for: Interest $1,461 $1,603 Income taxes 2,865 2,000 Capitalized interest for the twenty-six weeks ended March 24, 1996 was $565,000 compared to $254,000 for the comparable period in fiscal 1995. HUTCHINSON TECHNOLOGY INCORPORATED ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. RESULTS OF OPERATIONS THIRTEEN WEEKS ENDED MARCH 24, 1996 VS. THIRTEEN WEEKS ENDED MARCH 26, 1995. Net sales for the thirteen weeks ended March 24, 1996 increased $18,657,000 or 27% over the comparable period in fiscal 1995. The Company shipped approximately 40 million or 45% more suspension assemblies over the comparable period in fiscal 1995. Gross profit for the thirteen weeks ended March 24, 1996 increased $2,640,000 or 17% over the comparable period in fiscal 1995. Gross profit as a percent of net sales decreased from 22% to 21%, primarily due to selling higher volumes of lower-priced suspensions, partially offset by improved manufacturing efficiencies. 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 thirteen weeks ended March 24, 1996 were $3,750,000, an increase of $858,000 or 30% as compared to the same period in fiscal 1995. The higher expenses were primarily due to an increase in labor of $273,000 and supply expenses of $265,000. Selling, general and administrative expenses for the thirteen weeks ended March 24, 1996 increased $1,868,000 or 28% from the comparable period in fiscal 1995. The increased expenses were primarily due to an increase in professional services of $546,000, recruitment and relocation expenses of $501,000 and labor of $493,000. As a percent of net sales, selling, general and administrative expenses remained at 10%. The income tax provision for the thirteen weeks ended March 24, 1996 was based on an estimated effective tax rate for the fiscal year of 22% 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 thirteen weeks ended March 24, 1996 was $4,332,000, an increase of $248,000 over the comparable period in fiscal 1995. As a percent of net sales, net income decreased from 6% to 5% primarily due to selling lower- priced suspensions, partially offset by improved manufacturing efficiencies, noted above. TWENTY-SIX WEEKS ENDED MARCH 24, 1996 VS. TWENTY-SIX WEEKS ENDED MARCH 26, 1995. Net sales for the twenty-six weeks ended March 24, 1996 increased $38,494,000 or 29% over the comparable period in fiscal 1995. The Company shipped approximately 79 million or 46% more suspension assemblies over the comparable period in fiscal 1995. Gross profit for the twenty-six weeks ended March 24, 1996 increased $11,096,000 or 39% over the comparable period in fiscal 1995 and gross profit as a percent of net sales increased from 21% to 23%. The increase in gross profit and gross profit as a percent of net sales was primarily due to higher sales volume and improved manufacturing efficiencies, partially offset by selling lower-priced suspensions, 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 twenty-six weeks ended March 24, 1996 increased $7,085,000 or 124% as compared to the same period in fiscal 1995. The higher expenses were primarily due to a one-time charge of $5,500,000 related to the previously reported technology sharing agreement with IBM. Selling, general and administrative expenses for the twenty-six weeks ended March 24, 1996 increased $3,743,000 or 28% from the comparable period in fiscal 1995. The increased expenses were primarily due to an increase in recruitment and relocation expenses of approximately $1,400,000, mainly related to the start-up of the Eau Claire, Wisconsin suspension assembly manufacturing facility, and a $1,092,000 increase in labor expenses. As a percent of net sales, selling, general and administrative expenses remained at 10%. The income tax provision for the twenty-six weeks ended March 24, 1996 was based on an estimated effective tax rate for the fiscal year of 22% 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 24, 1996 was $7,194,000, an increase of $765,000 over the comparable period in fiscal 1995. The increase was primarily due to higher sales volume and improved manufacturing efficiencies, partially offset by increased research and development expenses and selling lower-priced suspensions, noted above. LIQUIDITY, CAPITAL RESOURCES AND OTHER MATTERS Principal sources of liquidity are cash flow from operations, cash balances and additional financing capacity. The Company's cash and cash equivalents decreased to $18,535,000 at March 24, 1996 compared to $30,479,000 at September 24, 1995. The Company provided $26,047,000 from operating activities during the twenty-six weeks ended March 24, 1996. Cash used for capital expenditures for the twenty-six weeks ended March 24, 1996 totaled $36,336,000, an increase of $21,019,000 from the comparable period in fiscal 1995. The Company anticipates, but is not contractually committed to, fiscal 1996 expenditures of approximately $100,000,000 for manufacturing and support equipment, the completion of a suspension assembly manufacturing facility and the initial construction of a photoetch facility at the Eau Claire site. Financing of these capital expenditures will be principally from internally generated funds, cash balances and/or additional financing capacity. The Company established a $25,000,000 unsecured revolving credit/letter of credit facility with The First National Bank of Chicago during the first quarter of fiscal 1996. At March 24, 1996, the Company had no borrowings under this credit agreement. The Company's debt agreements contain various restrictive covenants. As of March 24, 1996, the Company was in compliance with all such covenants. The Company believes that its cash and cash equivalents, additional 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 The Company expects that the expanding use of personal computers, increasingly complex software and the emergence of new applications for disk storage, all of which have contributed to the historical year-to-year increases in disk drive production, will continue for the foreseeable future. As heads become still smaller or require more leads, the Company believes "TRACE-TM- suspension assemblies", suspensions with integrated electrical leads, will be of increasing importance. The Company believes demand for disk 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. Due to the dynamic nature of the disk drive industry, the Company has historically experienced significant, unforeseen fluctuations 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 temporary elevations 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 generally experiences declining selling prices due to product maturity and competitive pricing pressures. These forces may be temporarily offset when the Company's new products, having initially higher selling prices, enter the market. 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 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 and a number of other parties currently are negotiating with the USEPA regarding the terms of a proposed further settlement of all remaining potential site liabilities. 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 manufacturing equipment or 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. PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. At the Company's 1996 Annual Meeting of Shareholders held on January 24th, 1996, 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 29, 1996. The proposal received 4,690,695 votes for, and 28,586 votes against, ratification. There were 18,534 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 4,691,954 45,861 Wayne M. Fortun 4,691,754 46,061 W. Thomas Brunberg 4,686,593 51,222 James E. Donaghy 4,683,393 54,422 Harry C. Ervin, Jr. 4,689,654 48,161 Richard N. Rosett 4,689,854 47,961 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. a) EXHIBITS. 3.1 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). 3.2 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). 4.1 Instruments defining the rights of security holders, including an indenture. The Registrant agrees to furnish the Securities and Exchange Commission upon request copies of instruments with respect to long-term debt. 4.2 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) and Amendment dated as of March 15, 1996. 4.3 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) and Amendment dated as of March 15, 1996. 4.4 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) and Amendment dated as of March 15, 1996. 4.5 Credit Agreement between the Company and The First National Bank of Chicago, dated as of December 8, 1995 (incorporated by reference to Exhibit 4.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended December 24, 1995, File No. 0-14709). 10.1 Lease with Right of Refusal between Donald Wendorff and Laura Wendorff, Lessors, and the Company, Lessee, dated September 6, 1995 (incorporated by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K for the fiscal year ended September 24, 1995, File No. 0-14709). 10.2 Office/Warehouse Lease between OPUS Corporation, Lessor, and the Company, Lessee, dated December 29, 1995. 10.3 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), 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), Fifth Amendment to Commercial Lease dated February 11, 1993, relating to the Company's Sioux Falls, South Dakota facility (incorporated by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K for the fiscal year ended September 24, 1995, File No. 0-14709), Sixth Amendment to Commercial Lease dated February 17, 1995, relating to the Company's Sioux Falls, South Dakota facility (incorporated by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K for the fiscal year ended September 24, 1995, File No. 0-14709), and Seventh Amendment to Commercial Lease dated April 1, 1995, relating to the Company's Sioux Falls, South Dakota facility (incorporated by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K for the fiscal year ended September 24, 1995, File No. 0-14709). 10.4 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), and Amendment effective April 1, 1995. 10.5 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). 10.6 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). 10.7 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). *10.8 Technology Transfer and Development Agreement, effective as of September 1, 1994, between Hutchinson Technology Incorporated and International Business Machines Corporation (incorporated by reference to Exhibit 10.10 to the Company's Quarterly Report on Form 10-Q/A for the quarter ended June 25, 1995, File No. 0-14709), and Amendment dated December 11, 1995 to the Technology Transfer and Development Agreement between International Business Machines Corporation and Hutchinson Technology Incorporated executed June 15, 1995 (incorporated by reference to Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q for the quarter ended December 24, 1995, File No. 0- 14709). *10.9 Patent License Agreement, effective as of September 1, 1994, between Hutchinson Technology Incorporated and International Business Machines Corporation (incorporated by reference to Exhibit 10.11 to the Company's Quarterly Report on Form 10-Q/A for the quarter ended June 25, 1995, File No. 0-14709). 11 Statement Regarding Computation of Net Income 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 March 24, 1996. * Exhibits 10.8 and 10.9 contain portions for which confidential treatment has been granted by the Securities and Exchange Commission. 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: April 26, 1996 By /s/Jeffrey W. Green ------------------------ ------------------------------ Jeffrey W. Green Chairman of the Board of Directors, Chief Executive Officer Date: April 26, 1996 By /s/John A. Ingleman ------------------------ ------------------------------ John A. Ingleman Vice President, Chief Financial Officer, Secretary and Treasurer INDEX TO EXHIBITS Exhibit No. Page - ------- -------------- 4.2 Amendment to Note Purchase Agreement Electronically Filed 4.3 Amendment to Note Purchase Agreement Electronically Filed 4.4 Amendment to Note Purchase Agreement Electronically Filed 10.2 Office/Warehouse Lease Electronically Filed 10.4 Amendment to 401-K Plan Electronically Filed 11 Statement Regarding Computation of Net Electronically Income Per Share Filed 27 Financial Data Schedule Electronically Filed