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, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE 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 23 in the sequential numbering system.
Total pages: 37.
1
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,
1997, was approximately $36,076,767.
As of September 16, 1997, 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
- ------------------------------------ ------------------------------
1997 Annual Report to Shareholders Parts I and II
Definitive Proxy Statement with respect to Parts II and III
the 1997 Annual Meeting of Shareholders of
registrant.
2
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 corporate 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 June of 1997, management approved a plan to move all of its electro-
plating and component assembly operations from its plant in Delemont,
Switzerland to its facility in Inchinnan, Scotland, and to sell the facility in
Delemont. Management evaluated the current market value of this building and
determined that the carrying value should be reduced by $250,000 in order to
approximate the estimated net realizable value. This charge reduced net income
in the quarter and the year by $190,000 or 4 cents per share. Employee
severance costs related to this plant closure and the cost to relocate these
operations to Scotland will be expensed in fiscal 1998. The consolidation of
the Company's Swiss operations into Scotland will reduce future manufacturing
costs and operating expenses in Europe. This will place the Company's European
operations in a more competitive position in the future.
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
3
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 grid array 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 portable
computer expansion capabilities. This line includes type III PC card kits and
other options which enhance 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 addition, a line of high density 1.0mm, .8mm and .5mm board
stacking interconnects are offered by the Company to address the growing demand
for
4
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 assistant)
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 an 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 such as the DIN series and HDC
connectors. 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 Company patented 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, capacity and
processing speed of electronic and semiconductor devices. This movement has
caused increased demand for all types of high-density connector products. The
Company is focusing its new product development in socket and 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
5
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, 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 worldwide 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. The Company has the engineering capability to analyze
customer designed, 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) B.V.B.A., formerly Teckino Manufacturing B.V.B.A.
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 $3.4 million in 1997, $3.7 million in 1996 and $3.1 in 1995.
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 processes and to replace older injection
molding machines with new machines that utilize the latest programmable
controls.
6
SALES AND DISTRIBUTION
The Company sells its products in the United States and international
markets. The primary market is the United States, which produces approximately
two-thirds of the consolidated sales of the Company. Its principal markets
outside the United States are Europe, including the United Kingdom and
Scandinavia, 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 United States accounted for 38 percent of total sales in
1997, 36 percent in 1996 and 40 percent in 1995. The Company believes that the
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
--------------------------
1997 1996 1995
---- ---- ----
United States 62% 64% 60%
Europe 26 24 25
Asia 10 10 13
Other 2 2 2
---- ---- ----
100% 100% 100%
---- ---- ----
---- ---- ----
No sales to a single customer exceeded 10% of total net sales in 1997 or
1996. 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
electronics 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, Spain, 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
7
marketing specialists located in New Albany, Indiana; Kings Mountain, North
Carolina; London, England; Singapore; and s.Hertogenbosch, Netherlands.
The Company engages independent manufacturers' representative firms in the
United States, Canada and several European and 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 one-third 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 $14.5 million at June 30, 1997,
$15.9 million at June 30, 1996, and $15.3 million at June 30, 1995. 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, high-speed
precision stamping, electroplating and assembly. The Company designs and builds
the majority of its automated and semi-automated 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.
8
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 1997.
Use of gold is significant, but has declined in demand over the past
several years. Plating processes using ROBEX-TM-, 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, 1997, the Company had approximately 773 full-time employees;
434 in the United States, 198 in Europe and 141 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 57 President & Chief 1990
Executive Officer
Robert L. Knabel 39 Vice President, January 1997
Treasurer & Chief
Financial Officer
9
David W. Pheteplace 44 Vice President and September 1996
General Manager,
North America
Business Division
W. Michael Coutu 46 Vice President of 1992
Operations,
North America
Business Division
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. Anthony J. Accurso, Vice President,
Treasurer and Chief Financial Officer, resigned as of November 1996.
Mr. Franklin D. Banet, Vice President and Plant Manager, retired as of
January 1997. Mr. William D. Gruhn, Vice President, North America Sales,
left the Company in June 1997.
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.
Since then, the Company's Delemont, Switzerland plant has been utilized
primarily for plating with a limited amount of component manufacturing. In
June 1997, management approved a plan to move all of its plating and
component assembly operations from its plant in Delemont to its facility in
Inchinnan, and to sell the facility in Delemont. 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 acquisition of
Robinson Nugent Belgium.
The Company's Cablelink operations are located in leased facilities of
approximately 40,000 square feet in Kings Mountain, North Carolina and
10
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" of the Company's 1997 Annual Report to Shareholders (the "1997
Report") is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA.
The information contained in the columns "1993-1997" in the table under the
caption "Ten-Year Financial Summary" of the 1997 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" of the 1997
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 in the 1997
Report is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
On April 25, 1997, Robinson Nugent, Inc. (the "Company") advised Coopers &
Lybrand L.L.P. ("Coopers") that the Company was discontinuing Coopers' services
as the Company's independent accountants at the completion of Coopers' report
for the year ending June 30, 1997. The Company has engaged Deloitte & Touche
LLP ("Deloitte") as the Company's independent accountants for the subsequent
year. The decision to discontinue the services of Coopers
11
and to engage Deloitte was recommended by the Audit Committee and approved by
the Board of Directors.
Coopers' reports on the financial statements of the Company for the past
two years did not contain any adverse opinion or disclaimer of opinion, nor were
the reports qualified as to uncertainty, audit scope or accounting principles.
There were no disagreements between the Company and Coopers during the past two
years and subsequent interim periods preceding such dismissal on any matter of
accounting principles or practices, financial statement disclosure, or audit
scope or procedure, which disagreement(s), if not resolved to the satisfaction
of Coopers, would have caused it to make a reference to the subject matter of
the disagreement(s) in connection with its reports.
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 1997
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 1997 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 1997 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 1997 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.
12
(1) FINANCIAL STATEMENTS
Reports of Independent Accountants
Consolidated Balance Sheets as of June 30, 1997, 1996, and 1995
Consolidated Statements of Operations for the years ended
June 30, 1997, 1996, and 1995
Consolidated Statements of Shareholders' Equity for the years
ended June 30, 1997, 1996, and 1995
Consolidated Statements of Cash Flows for the years ended
June 30, 1997, 1996, and 1995
Notes to Consolidated Financial Statements
(2) FINANCIAL STATEMENT SCHEDULE
Schedule for the years ended June 30, 1997, 1996, and 1995:
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).
13
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.
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.
(Incorporated by reference to Exhibit
19.1 to Form 10-K Report for year ended
June 30, 1990.)
10.6 Rabbi Trust Agreement dated July 1, 1996
14
between Robinson Nugent, Inc. and Dean
Witter Trust Company, related to the
deferred compensation agreement between
Robinson Nugent, Inc. and Larry W. Burke,
President and Chief Executive Officer.
10.7 Summary of Robinson Nugent, Inc. Bonus
Plan for the fiscal year ended June 30,
1998.
13.0 1997 Annual Report to Shareholders of
Robinson Nugent, Inc.
16.0 Letter from Coopers & Lybrand L.L.P. dated
May 1, 1997 (Incorporated by reference to
Exhibit 16.01 to Form 8-K dated May 1, 1997.)
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 Design Services, Inc. Pennsylvania
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
15
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
1997, relating to a change in the Company's certifying accountant.
16
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: /s/ Samuel C. Robinson
_______________________________________
Samuel C. Robinson, Director
Date: ___________________ By: /s/ Larry W. Burke
_______________________________________
Larry W. Burke, Director,
President and Chief Executive Officer
(Principal Executive Officer)
Date: ___________________ By: /s/ Patrick C. Duffy
_______________________________________
Patrick C. Duffy, Director
Date: ___________________ By: /s/ Richard L. Mattox
_______________________________________
Richard L. Mattox, Director
Date: ___________________ By: /s/ Diane T. Maynard
_______________________________________
Diane T. Maynard, Director
Date: ___________________ By: /s/ Jerrol Z. Miles
_______________________________________
Jerrol Z. Miles, Director
17
Date: ___________________ By: /s/ James W. Robinson
_______________________________________
James W. Robinson, Director
Date: ___________________ By: /s/ Richard W. Strain
_______________________________________
Richard W. Strain, Director
Date: ___________________ By: /s/ Ben M. Streepey
_______________________________________
Ben M. Streepey, Director
Date: ___________________ By: /s/ Donald C. Neel
_______________________________________
Donald C. Neel, Director
Date: ___________________ By: /s/ Robert L. Knabel
_______________________________________
Robert L. Knabel, Vice President,
Treasurer and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
18
ROBINSON NUGENT, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
JUNE 30, 1997, 1996, AND 1995
Financial Statement Schedule for the years ended June 30, 1997, 1996, and
1995 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.
19
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, 1997
Deducted from asset accts
Allowance for doubtful
accounts $ 739 $ 32 $ -- $ 207(A) $ 564
Allowance for inventory
obsolescence & valuation 1,613 1,062 -- 1,110(B) 1,565
Total $2,352 $1,094 $ -- $1,317 $2,129
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
------ ------ ------- ------ ------
------ ------ ------- ------ ------
See footnotes on following page.
20
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (cont'd.)
ROBINSON NUGENT, INC. AND SUBSIDIARIES
(In thousands of dollars)
1997 1996 1995
-------- ------- ----------
(A)Summary of activity in Column D follows:
Reduction of requirements in allowance for doubtful
accounts $ 83 $ 63 $ 85
Uncollectible accounts written off, net of recoveries 98 30 62
Currency Translation - (gains)/losses 26 24 (18)
-------- ------- ----------
$ 207 $ 117 129
-------- ------- ----------
-------- ------- ----------
(B)Summary of activity in Column D follows:
Discontinued and obsolete inventory written off,
net of recoveries $ 655 $ 896 $ 684
Currency translation - (gains)/losses 455 147 (59)
-------- ------- ----------
$ 1,110 $ 1,043 625
-------- ------- ----------
-------- ------- ----------
21
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, 1997, 1996 and 1995, 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, 1997. 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, 1997, 1996 and 1995, 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, 1997, 1996 and 1995.
COOPERS & LYBRAND L.L.P.
Louisville, Kentucky
August 5, 1997
22
ROBINSON NUGENT, INC.
FORM 10-K FOR FISCAL YEAR
ENDED JUNE 30, 1997
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.)
23
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.
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.
(Incorporated by reference to Exhibit
19.1 to Form 10-K Report for year ended
June 30, 1990.)
10.6 Rabbi Trust Agreement dated July 1, 1996 27
between Robinson Nugent, Inc. and Dean
Witter Trust Company, related to the
deferred compensation agreement between
Robinson Nugent, Inc. and Larry W. Burke,
President and Chief Executive Officer.
10.7 Summary of Robinson Nugent, Inc. Bonus 37
Plan for the fiscal year ended June 30,
1998.
24
(11) No exhibit.
(12) No exhibit.
(13) 1996 Annual Report to Shareholders of 38
Robinson Nugent, Inc.
(16) Letter from Coopers & Lybrand L.L.P. dated
May 1, 1997 (Incorporated by reference to
Exhibit 16.01 to Form 8-K dated May 1, 1997).
(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 Design Services, Inc. Pennsylvania
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
25
(22) No exhibit.
(23) Consent of Coopers & Lybrand L.L.P. 46
Independent Accountants
(24) No exhibit.
(27) Financial Data Schedule.
(28) No exhibit.
26