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, 1996
[ ] 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
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(Exact name of registrant as specified in its charter)
DELAWARE 42-0704420
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(State or Other jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
5600 Lindbergh Drive
Loveland, Colorado 80537
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(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
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(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
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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]
1
As of June 28, 1996, 11,351,572 shares of Common Stock were outstanding. The
aggregate value of 5,676,158 shares of Common Stock held by non-affiliates
(based upon the last sales price of $16.00 on June 28, 1996 for the Registrant's
Common Stock listed in The WALL STREET JOURNAL in the NASDAQ National Market
System section on July 1, 1996) was approximately $90,819,000.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Hach Company Annual Report to Stockholders for the year ended
April 30, 1996 (the "1996 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 27, 1996 (the "1996 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 1996 Annual Report and as
Note 6 of the Notes to Consolidated Financial Statements, "Segment Information",
on pages 26 and 27 of the 1996 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.
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, 1996.
3
EXECUTIVE OFFICERS OF REGISTRANT
NAME AGE
Kathryn Hach-Darrow 73 Chairman of the Board, Chief Executive Officer,
Chairman of the Executive Committee and Director
Bruce J. Hach 50 President and Chief Operating Officer and Director
Robert O. Case 74 Secretary and General Counsel
Gary R. Dreher 43 Vice President and Chief Financial Officer and
Director
Loel J. Sirovy 57 Senior Vice President, Operations
Jerry M. Churchill 56 Vice President, Domestic Sales and Director
Randall A. Petersen 44 Vice President, Human Resources
John C. Privette 41 Vice President, Sales and Marketing
Larry Thompson 52 Vice President, Ames Operation
Kenneth Ogan 51 Vice President, Research and Development and Chief
Technical Officer
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 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 Registrant on August 29, 1989. From September,
1989 to February, 1991, he was a shareholder of the Chicago, Illinois law firm
of Schuyler, Roche & Zwirner, Chicago, Illinois 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 Registrant from May 29,
4
1968 until his retirement as a Director of the Registrant 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. 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 was a Director of the Registrant from August 28,
1990 until his retirement as a director or the Registrant effective at the
August 29, 1995 Annual Meeting of Shareholders.
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.
Kenneth Ogan, Ph.D., joined the Registrant in February, 1996 as Vice
President, Research and Development and Chief Technical Officer. He most
recently served as Principal Scientist, Sales and Marketing Division and, prior
to that, as Senior Manager, Advanced Technology Group for Hitachi Instruments,
Inc., where he was employed from 1989 through January, 1996. Prior to joining
Hitachi Instruments, Inc., he was a Group Manager in Instrumentation and
Research and Development for Perkin-Elmer Inc. Dr. Ogan earned his Ph.D. in
Physical Chemistry (Liquid Structures) from the University of California, Los
Angeles, California.
The officers of the Company serve at the pleasure of the Board of
Directors.
5
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 1996 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 1996
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 1996
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 1996
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 1996 Annual
Report, and is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
6
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 7 in the 1996 Proxy Statement and under the
caption "Executive Officers of the Registrant" at pages 4 and 5 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 1996 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 7 in the 1996 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
Transactions and Business Relationships " on page 7 of the 1996 Proxy Statement,
"Executive Employment Agreements" on page 15 of the 1996 Proxy Statement, and
"Compensation Committee Interlocks and Insider Participation" on page 21 of the
1996 Proxy Statement, and each is incorporated herein by reference.
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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 1996 Annual Report, and is incorporated
by reference in response to Item 14(a)1.
Page No. in
1996 ANNUAL REPORT
Report of Independent Accountants .................................. 19
Financial Statements:
Consolidated statements of income for the
years ended April 30, 1996, 1995 and 1994 ............... 20
Consolidated balance sheets, April 30, 1996
and 1995 ................................................ 21
Consolidated statements of stockholders' equity
for the years ended April 30, 1996, 1995
and 1994 ................................................ 22
Consolidated statements of cash flows
for the years ended April 30, 1996, 1995
and 1994 ................................................ 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.
8
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
April 30, 1995 -- hereby incorporated by reference
to Exhibit (3)b. to the Registrant's Annual Report
on Form 10-K for the year ended April 30, 1995,
Commission File No. 0-3947.
(10) c. Hach Company 1993 Stock Option Plan -- hereby
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 - - hereby 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 -- 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;
Fifth Amendment to Director's Bonus Compensation
Plan
9
(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 -- hereby 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;
Executive Employment Agreement between the Company
and Kenneth Ogan
(10) i. Hach Company 1995 Employee Stock Purchase Plan --
hereby incorporated by reference to Exhibit (10)i.
of the Registrant's Annual Report on Form 10-K for
the fiscal year ended April 30, 1995, Commission
File No. 0-3947
(10) j. Hach Company Deferred Compensation Plan (as
amended through March 1, 1995) -- hereby
incorporated by reference to Exhibit (10)j. of the
Registrant's Annual Report on Form 10-K for the
fiscal year ended April 30, 1995, Commission File
No. 0-3947
(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 hereby incorporated by
reference to Exhibit (10)k. of the Registrant's
Annual Report on Form 10-K for the fiscal year
ended April 30, 1995, Commission File No. 0-3947
(10) l. Hach Company 1995 Non-Employee Director Stock Plan
(13) m. Pages 2, 3, 4 and 14 through 27 of the
Registrant's Annual Report to Stockholders for the
year ended April 30, 1996
(21) n. Subsidiaries of the Registrant
(23) o. Consent of Coopers & Lybrand L.L.P.
(27) p. Financial Data Schedule (electronic filing only)
10
(b) No reports on Form 8-K were filed during the
quarter ended April 30, 1996.
(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.
11
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 26, 1996
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 /S/ GARY R. DREHER
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Kathryn Hach-Darrow,Chairman of the Gary R. Dreher, Vice President and
Board, Chief Executive Officer and Chief Financial Officer, and Director
Director (principal financial and accounting
(principal executive officer) officer)
Date: July 26, 1996 Date: July 26, 1996
/S/ BRUCE J. HACH /S/ FRED W. WENNINGER
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Bruce J. Hach, Director Fred W. Wenninger, Director
Date: July 26, 1996 Date: July 26, 1996
/S/ JOSEPH V. SCHWAN /S/ JOHN N. MCCONNELL
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Joseph V. Schwan, Director John N. McConnell, Director
Date: July 26, 1996 Date: July 26, 1996
/S/ LINDA O. DOTY
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Linda O. Doty, Director
Date: July 26, 1996
12
INDEX TO EXHIBITS
NO. ASSIGNED IN
EXHIBIT TABLE IN 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 April 30, 1995
-- hereby incorporated by reference to Exhibit (3)b. of the
Registrant's Annual Report on Form 10-K for the fiscal year
ended April 30, 1995, Commission File No. 0-3947
(10) c. Hach Company 1993 Stock Option Plan - - hereby 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
- - hereby 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) 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--
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
13
(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; Fifth
Amendment to Director's Bonus Compensation Plan
(10) h. Executive Employment Agreements between Company and each of
Bruce J. Hach, Loel J. Sirovy, Jerry M. Churchill, Gary R.
Dreher, Randall A. Petersen, Larry Thompson and John C.
Privette- - hereby incorporated by reference to Exhibit
10(h.) of the Registrant's Annual Report on Form 10-K for
the fiscal year ended April 30, 1991, Commission File No.
0-3947; Executive Employment Agreement between the Company
and Kenneth Ogan
(10) i. Hach Company 1995 Employee Stock Purchase Plan -- hereby
incorporated by reference to Exhibit (10)i. of the
Registrant's Annual Report on Form 10-K for the fiscal
year ended April 30, 1995, Commission File No. 0-3947
(10) j. Hach Company Deferred Compensation Plan (as amended through
March 1, 1995) -- hereby incorporated by reference to Exhibit
(10)j. of the Registrant's Annual Report on Form 10-K for the
fiscal year ended April 30, 1995, Commission File No. 0-3947
(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 -- hereby incorporated by
reference to Exhibit (10)k. of the Registrant's Annual
Report on Form 10-K for the fiscal year ended April 30, 1995,
Commission File No. 0-3947
(10) l. Hach Company 1995 Non-Employee Director Stock Plan
(13) m. Pages 2, 3, 4 and 14 through 27 of the Registrant's Annual
Report to Stockholders for the year ended April 30, 1996
(21) n. List of subsidiaries of the Registrant
14
(23) o. Consent of Coopers & Lybrand L.L.P.
(27) p. Financial Data Schedule (electronic filing only)
15