UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED JUNE 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EX-CHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _______________ to __________________
Commission file number 0-9010
ROBINSON NUGENT, INC.
(Exact name of registrant as specified in its charter)
Indiana 35-0957603
(State or other jurisdiction of (I.R.S. Employer
organization or incorporation) Identification Number)
800 East Eighth Street, New Albany, Indiana 47151-1208
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (812) 945-0211
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Shares, Common Share
Without Par Value Purchase Rights
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days:
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any Amendment to this
Form 10-K. [ ]
The Index of Exhibits is located at page 18 in the sequential numbering system.
Total pages: 22.
The aggregate market value of Common Shares held by nonaffiliates of the
registrant, based on the closing price of the Common Shares as of September 16,
1996, was approximately $23,541,619.
As of September 16, 1996, the registrant had outstanding 4,891,765 Common
Shares, without par value.
DOCUMENTS INCORPORATED BY REFERENCE:
PARTS OF FORM 10-K INTO WHICH
IDENTITY OF DOCUMENT DOCUMENT IS INCORPORATED
1996 Annual Report to Shareholders Parts I and II
Definitive Proxy Statement with respect to Parts II and III
the 1996 Annual Meeting of Shareholders of
registrant.
PART I
ITEM 1. BUSINESS
GENERAL
Robinson Nugent, Inc. (the "Company"), an Indiana corporation organized
in 1955, designs, manufactures and markets electronic devices used to
interconnect components of electronic systems. The Company's principal
products are integrated circuit sockets; connectors used in board-to-board,
wire-to-board, and wire-to-wire applications; and custom molded-on cable
assemblies. The Company also offers application tooling that is used in
applying wire and cable to its connectors.
The Company's products are used in electronic telecommunication
equipment including switching and networking equipment such as servers and
routers, modems and PBX stations; data processing equipment such as mainframe
computers, personal computers, workstations, CAD systems and peripheral
equipment such as printers, disk drives, plotters and point-of-sale
terminals; industrial controls and electronic instruments, both medical and
industrial; consumer products; automotive electronics; and in a variety of
other applications.
Major markets are the United States, Europe, Japan, and the southeast
Asian countries including Singapore and Malaysia. Manufacturing facilities
are located in New Albany, Indiana; Dallas, Texas; Kings Mountain, North
Carolina; Fremont, California; Delemont, Switzerland; Sungai Petani,
Malaysia; Inchinnan, Scotland; and Hamont-Achel, Belgium.
Corporate headquarters are located in New Albany, Indiana, which also is
the site for the Company's engineering, research and development,
preproduction and testing of new products. International headquarters are
located in s-Hertogenbosch, Netherlands; Singapore; and Tokyo, Japan.
RECENT DEVELOPMENTS
In April 1996, the Company's Board of Directors authorized the purchase
of up to 500,000 Common Shares of the Company in open market, or privately
negotiated transactions. The share repurchase program was completed in June
1996, as the Company purchased 499,843 of its Common Shares.
In February 1995, the Company acquired Teckino Manufacturing b.v.b.a.
(Robinson Nugent, Belgium), a manufacturing and engineering development
company located in Hamont-Achel, Belgium. Robinson Nugent, Belgium produces
connectors and other specialized electronic molded parts. The acquisition
has been accounted for by the purchase method of accounting and the results
of operations of Robinson Nugent, Belgium have been included in the Company's
consolidated financial statements since the date of acquisition. In June
1996, Teckino Manufacuturng b.v.b.a.'s name was changed to Robinson Nugent,
Belgium b.v.b.a.
The Company formed ISOCON L.C., a joint venture with Components Circuits
Inc. of Tempe, Arizona in May, 1995. The new company, ISOCON L.C., was
established to merge the technical and marketing resources of the two
companies for the development and sale of special electronic connector
products. In December 1995, this joint venture was dissolved by mutual
consent.
PRODUCTS
The Company produces a broad range of sockets that accommodate a variety
of integrated circuit package styles. Sockets are offered for dual-in-line
package (DIP) and pin grid array (PGA) devices, as well as leaded and
leadless chip carriers.
Dual in-line memory module (DIMM) sockets were introduced in fiscal
1992. These sockets, which are designed to interconnect dual in-line memory
modules, continue to be among the fastest growing electronic interconnect
products in the world market. During 1996, the industry acceptance of this
technology resulted in a migration of DIMM products from a customer specific
to a standardized component. The enlarged worldwide market volume resulted
in increased competition and rapid price erosion. The Company has redesigned
the DIMM product line to be more competitive at the lower market prices.
Sockets are used in a wide variety of applications within electronic
equipment but are primarily used to interface integrated circuits, such as
microprocessors and memory devices, to an electronic printed circuit board.
In many applications, semiconductor devices are subject to replacement, which
encourages the use of a socket rather than soldering the device directly to
the printed circuit board. The demand for sockets is directly related to the
demand for products which employ integrated circuits.
The worldwide demand for dual in-line package (DIP) sockets is
decreasing due to the maturity of the semiconductor package, while the demand
for high-density and surface-mount sockets is increasing. The growing demand
is due to the development of semiconductor package styles with very large
counts of signal ports and new technologies such as ball grid and land grid
array packages and interstitial pin patterns. The Company's newest socket
products are designed to meet high-density and surface-mount requirements.
The Company provides a broad range of electronic connectors, such as
insulation displacement flat cable connectors (IDC), used in cable-to-cable
and cable-to-board applications. The use of insulation displacement
connectors in electronic hardware increases productivity by eliminating labor
involved in stripping insulation from wires prior to attachment to the leads,
and permits automation of the manufacture of cable assemblies. The range of
connectors also includes several product styles that provide for
board-to-board or board-stacking (parallel-mounting) applications.
The Company manufacturers a line of personal computer memory card
sockets and headers which provide interconnect for faxing, networking and
computer expansion capabilities. In 1995, the Company broadened this line to
include type III card kits and other options which enhanced the
interchangability of this product line within this industry.
The Company offers several product families in the two-piece style of
connectors. These connectors are used to connect printed circuit boards which
are positioned either at right angles, in-line, or parallel stacked at close
intervals. The products offered include .025 inch square post connectors and
receptacle sockets; DIN series connectors; high-density, high-pin-count
connectors (HDC); half-pitch, high-density (PAK-50) connectors;
2-millimeter-spaced, high-density connectors (PAK-2); and a new higher pin
count 2-millimeter-spaced connector (METPAK-Registered Trademark-2) used in
backplane applications. In 1995, a new line of high density 1.0mm, .8mm and
.5mm board stacking interconnects were introduced by the Company to address
the growing demand for miniaturized connectors in the portable computer and
communication equipment markets.
The DIN series of connectors has many variations in connecting
configurations and pin count. The product is based on a European standard,
but has gained wide acceptance in the U.S. and other markets worldwide.
While there are a large number of producers of DIN connectors in Europe, the
Company is one of a limited number of manufacturers producing the product in
the U.S.
The high-pin-count, high-density connector (HDC) includes pin counts
ranging from 60 to 492 in a three- and four-row configuration. This
connector family, along with DIN connectors, is widely used on backplane
applications and frequently requires the terminals to be press-fit to the
backplane. This is accomplished by forming a compliant section in the tails
of the connector contacts that, when pressed into a plated through-hole on a
backplane, forms a reliable gas-tight connection without soldering. The
Company has become recognized as a leader in press-fit backplane connectors
and has focused marketing efforts in promoting its products for this type of
application.
The Company's half-pitch (PAK-50) connector family has been accepted as
one of the industry's most reliable .050 inch spaced connectors. The contact
design and compact shape has gained wide acceptance in applications, such as
small form factor computers that require connectors that are highly reliable
yet consume little space.
The design of a low profile, surface-mounted socket, called PAK-2 serves
the requirements of miniature disk drives and PDA (personal digital
assistance) sectors of this industry.
The METPAK-Registered Trademark-2 series of connectors includes four and
five row versions of both standard and inverse configurations. The
METPAK-Registered Trademark-2 is a new industry standard connector style used
in board-to-board and board-to-back plane applications and over time will
displace some of the more mature product types. This product line has wide
acceptance in new designs, primarily in the computer workstation,
communication and networking markets. The inverse METPAK-Registered
Trademark-2 is a patented Company design which is gaining acceptance in
mid-range computer and communications equipment.
Technology continues to move the industry to an ever-increasing number
of circuits per socket or connector to meet the increasing complexity of
electronics systems or the increased capacity and processing speed of
semiconductor devices. This results in increased demand for high-density
connector products. Just as in sockets, the Company is focusing its new
product development in connector products that meet these technology trends.
Customers expect connector manufacturers to provide special tools
required to utilize sockets and connectors. The Company offers a line of
insertion and extraction tools in support of the socket, IDC, input/output
(I/O), and two-piece connector lines.
Cablelink, Incorporated, a wholly-owned subsidiary of the Company,
produces cable assemblies of various types including IDC, fabricated and
molded-on cable assemblies. Cablelink utilizes Robinson Nugent connectors
whenever possible, but also provides cable assemblies with other
manufacturers' connectors if the customer is specific regarding its
requirements.
In addition to standard products, the Company provides engineering
assistance and product design and manufacturing of custom and derivative
products. These products may require special production tooling that, in
some cases, is paid for by the customer, shared, or amortized over future
orders, depending upon contractual agreements reached with the customer. In
some cases, the customer supplies the Company with a complete product design,
but more often the design is produced solely by Company engineers. Current
trends in the market indicate a growing demand for custom and derivative
products. There is also an increased demand for the Company's engineers to
be involved in the early development of the customer's product design.
RESEARCH, DEVELOPMENT AND ENGINEERING
The Company's engineering efforts are directed toward the development of
new products to meet customer needs, the improvement of manufacturing
processes and the adaptation of new materials to all products. New products
include new creations as well as the design of derivative products to meet
both the needs of the general market and customer proprietary custom designs.
Engineering development covers new or improved manufacturing processes,
assembly and inspection equipment, and the adaptation of new plastics and
metals to all products. In recent years, the Company's products have become
more sophisticated and complex in response to developments in semiconductors
and their application. In 1994, the Company added the engineering capability
to analyze customer high-speed applications and to design connectors that
reduce electrical interference that can result from very high processing
speeds of newer and more powerful microprocessors. In 1995, the Company's
European operation's development capabilities were expanded with the
acquisition of Robinson Nugent Belgium. Robinson Nugent Belgium's
developmental skills in precision miniature connecting systems and electronic
molded parts will enhance Europe's ability to produce unique designs to
fulfill customer requirements.
The Company's expenditures for research, development and engineering
were approximately $3.7 million in 1996, $3.1 million in 1995, and $2.5
million in 1994.
Consistent with industry direction, the Company is active in improving
manufacturing processes through automation and also designs and builds its
proprietary assembly equipment. The Company continues to apply advanced
technologies, such as laser and video devices, to automatically inspect
products during the assembly process. All new assembly machines are direct
microcomputer-controlled, which provides greater flexibility in the
manufacturing process. The Company continues to incorporate the latest
technology in its electroplating process and to replace older injection
molding machines with new machines that utilize the latest programmable
controls.
SALES AND DISTRIBUTION
The Company sells its products in the United States and international
markets. The major market is the U.S. which produces approximately
two-thirds of the consolidated sales of the Company. Its principal markets
outside the U.S. are Europe, including the United Kingdom, Japan, Singapore,
Malaysia, Hong Kong, and the emerging market of China. The southeast Asian
countries continue to grow rapidly, and the Company has established a
marketing and sales headquarters in Singapore. Sales to other Far East
countries provide business opportunities and are expected to grow moderately.
Sales in China have been initiated and have resulted in the Company doing
business in China through its Hong Kong distributor.
Sales outside the U.S. accounted for 36 percent of total sales in 1996,
40 percent in 1995 and 34 percent in 1994. The Company believes that
development of global markets is essential to support the customer base. This
is particularly the case in Asia where the market is the fastest growing in
the world and is currently considered the second largest market for
electronics and connector products. The Company does not believe that its
international business presents any unusual risks other than with respect to
changes in currency exchange rates. The following table sets forth the
percentage of Company sales by major geographical location for the periods
shown:
YEARS ENDED JUNE 30
------------------------
1996 1995 1994
---- ---- ----
United States 64% 60% 66%
Europe 24 25 19
Asia 10 13 14
Other 2 2 1
---- ---- ----
100% 100% 100%
---- ---- ----
---- ---- ----
No sales to a single customer exceeded 10% of total net sales in 1996 or
1994. During 1995, the Company had sales to a single customer in excess of
10% of total net sales.
Other financial data relating to domestic and foreign operations are
included in Note (17), Business Segment and Foreign Sales, of Notes to
Consolidated Financial Statements and the Management's Discussion and
Analysis of the Results of Operations and Financial Condition, included
herein or incorporated by reference as a part of this Report.
Principal markets in North America, Europe, and Asia are served by the
Company's direct sales force and a network of distributors serving the
electronic industry. The Company has U.S. regional offices located in the
San Francisco, California and Chicago, Illinois metropolitan areas. Other
Company sales offices are located in Japan, Singapore, England, Germany,
Sweden, Netherlands, France, and Italy. These offices service customers to
whom the Company sells directly, provide coordination between the plants and
customers, and provide technical training and assistance to distributors and
manufacturers' representatives in their respective territories. Additional
marketing expertise is provided by the product marketing specialists located
in New Albany, Indiana; Kings Mountain, North Carolina; London, England; and
s.Hertogenbosch, Netherlands, who provide assistance and technical
information in support of all field requirements.
The Company engages independent manufacturers' representative firms in
the United States, Canada and several Far East countries, who are granted
exclusive territories and agree not to carry competing products. These firms
are paid on a commission basis on sales made to original equipment
manufacturers and to distributors. All representative relationships are
subject to termination by either party on short notice.
The Company has an international network of distributors who are
responsible for serving their respective customers from an inventory of the
Company's products. Approximately 31 percent of the Company's worldwide sales
are made through the distributor network. No distributor is required to
accept only the franchise of the Company. All distributor agreements are
subject to termination by either party on short notice.
BACKLOG
The Company's backlog was approximately $15.9 million at June 30, 1996,
$15.3 million at June 30, 1995, and $13.6 million at June 30, 1994. These
amounts represent orders with firm shipment dates acceptable to the
customers. The Company does not manufacture pursuant to long-term contracts,
and purchase orders are generally cancelable subject to payment by the
customer for charges incurred up to the date of cancellation. With
just-in-time delivery objectives, customers have reduced order quantities,
but are placing orders more frequently and expecting shorter lead times from
point of order to point of shipment.
COMPETITION
There is active competition in all of the Company's standard product
lines. The Company's competitors include both large corporations having
significantly more resources than the Company and smaller, highly specialized
firms. The Company competes on the basis of customer service, product
performance, quality, and price. Worldwide price erosion continued in a
variety of the Company's product lines, reflecting a migration of some
products to a commodity category, and the leveraging of higher volume
purchases. Management believes that the Company's capabilities in customer
service, new product design and its continued efforts to reduce cost of
products are significant factors in maintaining the Company's competitive
position.
MANUFACTURING
The Company's manufacturing operations include plastic molding,
electroplating and assembly. The Company designs and builds the majority of
its automated and semiautomated assembly machines for use in-house and
utilizes subcontractors on a limited basis for product assembly where volume
does not warrant the cost of automation.
RAW MATERIALS AND SUPPLIES
The Company utilizes copper alloys, precious metals, and plastics in the
manufacture of its products. Although some raw materials are available from
only a few suppliers, the Company believes it has adequate sources of supply
for its raw material and component requirements. Raw material prices did not
increase or decrease materially during fiscal year 1996.
Use of gold is significant, but has declined in demand over the past
several years. Plating processes using ROBEXTM, a palladium nickel alloy,
and tin have accelerated in demand from customers of the Company. As a
result of a gold consignment agreement with a bank, the Company is not
exposed to a significant market risk of carrying gold inventories. The
Company is not required to procure its gold under this arrangement, and may
acquire gold from other sources. The Company is not obligated beyond one
year with any supplier.
HUMAN RESOURCES
As of June 30, 1996, the Company had approximately 806 full-time
employees; 505 in the United States, 142 in Europe and 159 in Asia and Japan.
PATENTS AND TRADEMARKS
Management believes that success in the electronic connector industry is
dependent upon engineering and production skills and marketing ability;
however, there is a trend in the industry toward more patent consideration
and protection of proprietary designs and knowledge. The Company has pursued
patent applications more frequently. The Company reviews each new product
design for possible patent application. The Company has been granted several
patents over the past three years and is presently awaiting acceptance on
other pending applications. The Company has obtained registration of its
trade and service marks in the United States and in major foreign markets.
ENVIRONMENT
The Company's manufacturing facilities are subject to several laws and
regulations designed to protect the environment. In the opinion of
management, the Company is complying with those laws and regulations in all
material respects and compliance has not had and is not expected to have a
material effect upon its operations or competitive position.
EXECUTIVE OFFICERS OF THE COMPANY
The current executive officers of the Company are:
SERVED IN PRESENT
NAME AGE POSITIONS HELD CAPACITY SINCE
- ------------------ --- ------------------ ----------------
Larry W. Burke 56 President & Chief 1990
Executive Officer
Anthony J. Accurso 46 Vice President, 1994
Treasurer & Chief
Financial Officer
W. Michael Coutu 45 Vice President of 1992
Operations
Franklin D. Banet 59 Vice President and 1996
Plant Manager
William D. Gruhn 58 Vice President 1996
North America Sales
The Bylaws of the Company provide that the officers are to be elected at
each Annual Meeting of the Board of Directors. Under the Indiana Business
Corporation Law, officers may be removed by the Board of Directors at any
time, with or without cause. Mr. Thomas E. Merten, Vice President of
Marketing, resigned as of June 1996.
ITEM 2. PROPERTIES
The Company owns a 36,000-square-foot building used for its executive
offices, engineering department, quality assurance and administrative
operations, and an adjacent 83,000-square-foot manufacturing facility located
on approximately four acres in New Albany, Indiana. Manufacturing operations
at New Albany were terminated on June 30, 1988 as a result of the
consolidation of U.S. manufacturing of connectors and sockets in the
Company's Dallas, Texas facility. A portion of the New Albany manufacturing
facility is utilized by the Company's engineering, research and preproduction
development groups. Manufacturing operations were reinstituted in 1990 on a
limited basis and brokered product is inventoried at the New Albany site. In
addition, the New Albany facility is instrumental in training plant personnel
on new equipment prior to release to the manufacturing facilities in Dallas,
Europe and Malaysia.
The Company owns a 60,000-square-foot manufacturing facility located on
approximately five acres in Dallas, Texas, and a 50,000-square-foot
manufacturing facility located on approximately two acres in Delemont,
Switzerland. In July, 1993, the Company acquired a facility with
approximately 25,000 square feet in Inchinnan, Scotland under a long-term
lease and relocated connector assembly operations from Delemont, Switzerland.
Today, the Company's Delemont, Switzerland plant is utilized primarily for
plating with a limited amount of manufacturing. In February, 1995, the
Company acquired a manufacturing and engineering facility with approximately
14,000 square feet in Hamont-Achel, Belgium as part of the Robinson Nugent
Belgium acquisition.
In February, 1992, the Company occupied a manufacturing facility with
approximately 10,000 square feet in Issogne, Italy under a three-year lease
in connection with the acquisition of its new cable assembly operation. The
Company closed this facility in October, 1993 and relocated manufacturing
operations to other plant sites.
The Company's Cablelink operations are located in leased facilities of
approximately 40,000 square feet in Kings Mountain, North Carolina and
approximately 10,000 square feet in Fremont, California. In June, 1991, a
new manufacturing facility with approximately 21,000 square feet was acquired
under a long-term lease arrangement in Sungai Petani, Malaysia. This
facility was originally leased to establish the Cablelink operation in Asia,
and currently, both cable assemblies and connectors are manufactured there.
ITEM 3. LEGAL PROCEEDINGS.
Other than ordinary routine litigation incidental to the business, there
are no pending legal proceedings to which the Company is a party.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of security holders of the Company
during the fourth quarter of the fiscal year covered by this report.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The information included under the caption "Price Range and Dividend
Information" on page 9 of the Company's 1996 Annual Report to Shareholders
(the "1996 Report") is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA.
The information contained in the columns "1992-1996" in the table under
the caption "Ten-Year Financial Summary" on pages 4 and 5 of the 1996 Report
is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND THE RESULTS OF OPERATIONS.
The information contained under the caption "Management's Discussion and
Analysis of the Results of Operations and Financial Condition" on pages 6
through 8 of the 1996 Report is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information contained in the "Consolidated Financial Statements of
the Company and Notes thereto" and the report of independent accountants on
pages 10 through 23 in the 1996 Report is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information included under the captions "Nominees," "Business
Experience of Directors," "Family Relationships," and "Compliance with
Section 16(a) of the Securities Exchange Act of 1934" in the Company's
definitive 1996 Proxy Statement filed pursuant to Rule 14a-6 is incorporated
herein by reference.
ITEM 11. EXECUTIVE COMPENSATION.
The information included under the captions "Compensation of Directors,"
"Compensation Committee Interlocks and Insider Participation," "Executive
Compensation," "Report of the Compensation and Stock Option Committees," and
"Stock Performance Graph" in the Company's definitive 1996 Proxy Statement
filed pursuant to Rule 14a-6 is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information contained under the captions "Beneficial Ownership of
Common Shares" and "Nominees" in the Company's definitive 1996 Proxy
Statement filed pursuant to Rule 14a-6 is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information contained under the caption "Certain Transactions" in
the Company's definitive 1996 Proxy Statement filed pursuant to Rule 14a-6 is
incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) DOCUMENTS FILED AS A PART OF THIS REPORT.
(1) FINANCIAL STATEMENTS
Reports of Independent Accountants
Consolidated Balance Sheets as of June 30, 1996,
1995, and 1994
Consolidated Statements of Income for the years
ended June 30, 1996, 1995, and 1994
Consolidated Statements of Shareholders' Equity
for the years ended June 30, 1996, 1995, and 1994
Consolidated Statements of Cash Flows for the
years ended June 30, 1996, 1995, and 1994
Notes to Consolidated Financial Statements
(2) FINANCIAL STATEMENT SCHEDULE
Schedule for the years ended June 30, 1996, 1995, and 1994:
II Valuation and Qualifying Accounts
All other schedules are omitted, as the required
information is inapplicable or the information is
presented in the consolidated financial statements or
related notes.
(3) EXHIBITS
3.1 Articles of Incorporation of Robinson
Nugent, Inc. (Incorporated by reference
to Exhibit 3.1 to Form S-1 Registration
Statement No. 2-62521.)
3.2 Articles of Amendment of Articles of
Incorporation of Robinson Nugent, Inc.
filed September 1, 1978 (Incorporated by
reference to Exhibit B(1) to Form 10-K
Report for year ended June 30, 1980.)
3.3 Articles of Amendment of Articles of
Incorporation of Robinson Nugent, Inc.
filed November 14, 1983 (Incorporated by
reference to Exhibit 3.3 to Form 10-K
Report for year ended June 30, 1984.)
3.4 Amended and Restated Bylaws of Robinson
Nugent, Inc. adopted November 7, 1991.
(Incorporated by reference to Exhibit
19.1 to Form 10-K Report for year ended
June 30, 1992).
4.1 Specimen certificate for Common Shares,
without par value. (Incorporated by
reference to Exhibit 4 to Form S-1
Registration Statement No. 2-62521.)
4.2 Rights Agreement dated April 21, 1988
between Robinson Nugent, Inc. and Bank
One, Indianapolis, NA. (Incorporated
by reference to Exhibit I to Form 8-A
Registration Statement dated May 2, 1988.)
4.3 Amendment No. 1 to Rights Agreement dated
September 26, 1991. (Incorporated by
reference to Exhibit 4.3 to Form 10-K
Report for year ended June 30, 1991.)
4.4 Amendment No. 2 to Rights Agreement dated
June 11, 1992. (Incorporated by reference
to Exhibit 4.4 to Form 8-K Current Report
dated July 6, 1992.)
10.1 Robinson Nugent, Inc. 1983 Tax-Qualified
Incentive Stock Option Plan.
(Incorporated by reference to Exhibit
10.1 to Form 10-K Report for year ended
June 30, 1983.)
10.2 Robinson Nugent, Inc. 1983 Non Tax-
Qualified Incentive Stock Option Plan.
(Incorporated by reference to Exhibit
10.2 to Form 10-K Report for year ended
June 30, 1983.)
10.3 1993 Robinson Nugent, Inc. Employee and
Non-Employee Director Stock Option Plan.
(Incorporated by reference to Exhibit 19.1
to Form 10-K Report for the year ended
June 30, 1993.)
10.4 Summary of The Robinson Nugent, Inc.
Stock Employee Stock Purchase Plan.
(Incorporated by reference to Exhibit 19.2
to Form 10-K Report for the year ended
June 30, 1993.)
10.5 Deferred compensation agreement dated
May 10, 1990 between Robinson Nugent,
Inc. and Larry W. Burke, President and
Chief Executive Officer, and related
agreement dated May 10, 1990 between
Robinson Nugent, Inc. and PNC Bank,
Kentucky, Inc.(formerly Citizens
Fidelity Bank and Trust Company of
Louisville, Kentucky) as trustee.
(Incorporated by reference to Exhibit
19.1 to Form 10-K Report for year ended
June 30, 1990.)
10.6 Summary of Robinson Nugent, Inc. Bonus
Plan for the fiscal year ended June 30,
1997.
13.0 1996 Annual Report to Shareholders of
Robinson Nugent, Inc.
21.0 The subsidiaries of the registrant are:
JURISDICTION
NAME OF ORGANIZATION
---- ---------------
Cablelink, Incorporated Indiana
RNL, Inc. Indiana
Robinson Nugent-Dallas, Inc. Texas
Robinson Nugent, S.A.R.L. France
Robinson Nugent, GmbH Germany
Robinson Nugent, Ltd. Great Britain
Nihon Robinson Nugent K.K. Japan
Robinson Nugent dba Cablelink Malaysia
(Malaysia) Sdn. Bhd.
Robinson Nugent (Malaysia) Sdn. Bhd. Malaysia
Robinson Nugent, S.A. Switzerland
Robinson Nugent (Scotland) Limited Scotland
Robinson Nugent International, Inc. Virgin Islands
Robinson Nugent (Europe) B.V. Netherlands
Robinson Nugent Belgium, b.v.b.a. Belgium
Robinson Nugent (Asia Pacific) Pte. Ltd. Singapore
Robinson Nugent Nordic, filial Sweden
till Robinson Nugent (Europe) B.V.
The Netherlands
23.0 Consent of Coopers & Lybrand L.L.P.
Independent Accountants
27.0 Financial Data Schedule.
(b) REPORTS ON FORM 8-K
The Company filed a Form 8-K report during the last quarter
of fiscal 1996, relating to a common share repurchase program
initiated in April and completed in June 1996.
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.
ROBINSON NUGENT, INC.
Date: ____________________ By: _______________________________________
Larry W. Burke, President and Chief
Executive Officer
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.
Date: ___________________ By: _______________________________________
Samuel C. Robinson, Director
Date: ___________________ By: _______________________________________
Larry W. Burke, Director,
President and Chief Executive Officer
(Principal Executive Officer)
Date: ___________________ By: _______________________________________
Patrick C. Duffy, Director
Date: ___________________ By: _______________________________________
Richard L. Mattox, Director
Date: ___________________ By: _______________________________________
Diane T. Maynard, Director
Date: ___________________ By: _______________________________________
Jerrol Z. Miles, Director
Date: ___________________ By: _______________________________________
James W. Robinson, Director
Date: ___________________ By: _______________________________________
Richard W. Strain, Director
Date: ___________________ By: _______________________________________
Anthony J. Accurso, Vice President,
Treasurer and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of
Robinson Nugent, Inc.
We have audited the accompanying consolidated balance sheets of Robinson
Nugent, Inc. and Subsidiaries, as of June 30, 1996, 1995 and 1994, the
related consolidated statements of operations, shareholders' equity and cash
flows and the financial statement schedule for each of the three years then
ended as listed in Item 14 of this Form 10-K for the year ended June 30,
1996. These consolidated financial statements and financial statement
schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements and the financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Robinson
Nugent, Inc. and Subsidiaries, as of June 30, 1996, 1995 and 1994, and the
results of their operations and their cash flows for each of the three years
then ended in conformity with generally accepted accounting principles. In
addition, in our opinion, the financial statement schedule referred to above,
when considered in relation to the basic financial statements taken as a
whole, presents fairly, in all material respects, the information required to
be included therein for the years ended June 30, 1996, 1995 and 1994.
COOPERS & LYBRAND L.L.P.
Louisville, Kentucky
August 2, 1996
ROBINSON NUGENT, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
JUNE 30, 1996, 1995, AND 1994
Financial Statement Schedule for the years ended June 30, 1996, 1995, and
1994 is included herein:
II Valuation and Qualifying Accounts
All other schedules are omitted, as the required information is inapplicable
or the information is presented in the consolidated financial statements or
related notes.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
ROBINSON NUGENT, INC. AND SUBSIDIARIES
(IN THOUSANDS OF DOLLARS)
Col. A Col. B Col. C Col. D Col. E
-------------- ------------- ------------------------------------ ------------ ----------
Balance Additions Balance
Description at Beginning Charged to Costs Charged to Other Deductions - at End
of Period and Expenses Accounts-Describe Describe of Period
- ------------------------ ------------- ---------------- ----------------- ------------ ---------
YEAR ENDED JUNE 30, 1996
Deducted from asset accts
Allowance for doubtful
accounts $ 651 $ 205 $ -- $ 117(A) $ 739
Allowance for inventory
obsolescence & valuation 1,585 1,071 -- 1,043(B) 1,613
------- ------- ------- --------- -------
Total $ 2,236 $ 1,276 $ -- $1,160 $ 2,352
------- ------- ------- --------- -------
------- ------- ------- --------- -------
YEAR ENDED JUNE 30, 1995
Deducted from asset accts
Allowance for doubtful
accounts $ 697 $ 83 $ -- $ 129(A) $ 651
Allowance for inventory
obsolescence & valuation 1,567 643 -- 625(B) 1,585
------- ------- ------- --------- -------
Total $ 2,264 $ 726 $ -- $ 754 $ 2,236
------- ------- ------- --------- -------
------- ------- ------- --------- -------
YEAR ENDED JUNE 30, 1994
Deducted from asset accts
Allowance for doubtful
accounts $ 887 $ 127 $ -- $ 317(A) $ 697
Allowance for inventory
obsolescence & valuation 1,261 737 -- 431(B) 1,567
------- ------- ------- --------- -------
Total $ 2,148 $ 864 $ -- $ 748 $ 2,264
------- ------- ------- --------- -------
------- ------- ------- --------- -------
See footnotes on following page.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (CONT'D.)
ROBINSON NUGENT, INC. AND SUBSIDIARIES
(IN THOUSANDS OF DOLLARS)
1996 1995 1994
------- --------- -------
(A)Summary of activity in Column D follows:
Reduction of requirements in allowance for doubtful
accounts $ 63 $ 85 $ 202
Uncollectible accounts written off, net of recoveries 30 62 141
Currency Translation - (gains)/losses 24 (18) (26)
------- --------- -------
$ 117 129 $ 317
------- --------- -------
------- --------- -------
(B)Summary of activity in Column D follows:
Discontinued and obsolete inventory written off,
net of recoveries $ 896 $ 684 $ 505
Currency translation - (gains)/losses 147 (59) (74)
------- --------- -------
$ 1,043 625 $ 431
------- --------- -------
------- --------- -------
ROBINSON NUGENT, INC.
FORM 10-K FOR FISCAL YEAR
ENDED JUNE 30, 1996
INDEX TO EXHIBITS
NUMBER SEQUENTIAL
ASSIGNED IN NUMBERING SYSTEM
REGULATION S-K PAGE NUMBER
ITEM 601 DESCRIPTION OF EXHIBIT OF EXHIBIT
- ------------- -------------------------------- ---------------
(3) 3.1 Articles of Incorporation of Robinson
Nugent, Inc. (Incorporated by reference
to Exhibit 3.1 to Form S-1 Registration
Statement No. 2-62521.)
3.2 Articles of Amendment of Articles of
Incorporation of Robinson Nugent, Inc.
filed September 1, 1978 (Incorporated by
reference to Exhibit B(1) to Form 10-K
Report for year ended June 30, 1980.)
3.3 Articles of Amendment of Articles of
Incorporation of Robinson Nugent, Inc.
filed November 14, 1983 (Incorporated by
reference to Exhibit 3.3 to Form 10-K
Report for year ended June 30, 1984.)
3.4 Amended and Restated Bylaws of Robinson
Nugent, Inc. adopted November 7, 1991.
(Incorporated by reference to Exhibit
19.1 to Form 10-K Report for year ended
June 30, 1992).
(4) 4.1 Specimen certificate for Common Shares,
without par value. (Incorporated by
reference to Exhibit 4 to Form S-1
Registration Statement No. 2-62521.)
4.2 Rights Agreement dated April 21, 1988
between Robinson Nugent, Inc. and Bank
One, Indianapolis, NA. (Incorporated
by reference to Exhibit I to Form 8-A
Registration Statement dated May 2, 1988.)
4.3 Amendment No. 1 to Rights Agreement dated
September 26, 1991. (Incorporated by
reference to Exhibit 4.3 to Form 10-K
Report for year ended June 30, 1991.)
4.4 Amendment No. 2 to Rights Agreement dated
June 11, 1992. (Incorporated by reference
to Exhibit 4.4 to Form 8-K Current Report
dated July 6, 1992.)
(9) No exhibit.
(10) 10.1 Robinson Nugent, Inc. 1983 Tax-Qualified
Incentive Stock Option Plan.
(Incorporated by reference to Exhibit
10.1 to Form 10-K Report for year ended
June 30, 1983.)
10.2 Robinson Nugent, Inc. 1983 Non Tax-
Qualified Incentive Stock Option Plan.
(Incorporated by reference to Exhibit
10.2 to Form 10-K Report for year ended
June 30, 1983.)
10.3 1993 Robinson Nugent, Inc. Employee and
Non-Employee Director Stock Option Plan.
(Incorporated by reference to Exhibit 19.1
to Form 10-K Report for the year ended
June 30, 1993.)
10.4 Summary of The Robinson Nugent, Inc.
Stock Employee Stock Purchase Plan.
(Incorporated by reference to Exhibit 19.2
to Form 10-K Report for the year ended
June 30, 1993.)
10.5 Deferred compensation agreement dated
May 10, 1990 between Robinson Nugent,
Inc. and Larry W. Burke, President and
Chief Executive Officer, and related
agreement dated May 10, 1990 between
Robinson Nugent, Inc. and PNC Bank,
Kentucky, Inc.(formerly Citizens
Fidelity Bank and Trust Company of
Louisville, Kentucky) as trustee.
(Incorporated by reference to Exhibit
19.1 to Form 10-K Report for year ended
June 30, 1990.)
10.6 Summary of Robinson Nugent, Inc. Bonus 23
Plan for the fiscal year ended June 30,
1997.
(11) No exhibit.
(12) No exhibit.
(13) 1996 Annual Report to Shareholders of 24
Robinson Nugent, Inc.
(16) No exhibit.
(18) No exhibit.
(21) The subsidiaries of the registrant are:
JURISDICTION
NAME OF ORGANIZATION
----- ---------------
Cablelink, Incorporated Indiana
RNL, Inc. Indiana
Robinson Nugent-Dallas, Inc. Texas
Robinson Nugent, S.A.R.L. France
Robinson Nugent, GmbH Germany
Robinson Nugent, Ltd. Great Britain
Nihon Robinson Nugent K.K. Japan
Robinson Nugent dba Cablelink Malaysia
(Malaysia) Sdn. Bhd.
Robinson Nugent (Malaysia) Sdn. Bhd. Malaysia
Robinson Nugent, S.A. Switzerland
Robinson Nugent (Scotland) Limited Scotland
Robinson Nugent International, Inc. Virgin Islands
Robinson Nugent (Europe) B.V. Netherlands
Robinson Nugent Belgium, b.v.b.a. Belgium
Robinson Nugent (Asia Pacific) Pte. Ltd. Singapore
Robinson Nugent Nordic, filial Sweden
till Robinson Nugent (Europe) B.V.
The Netherlands
(22) No exhibit.
(23) Consent of Coopers & Lybrand L.L.P. 46
Independent Accountants
(24) No exhibit.
(27) Financial Data Schedule.
(28) No exhibit.