U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 For the quarterly period ended March 31, 2001
[_] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from ____________ to ______________
Commission file number 0-29024
BENTHOS, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Massachusetts 04-2381876
(State or Other Jurisdiction of (I. R. S. Employer
Corporation or Organization) Identification No.)
49 Edgerton Drive, North Falmouth, Massachusetts 02556
(Address of Principal Executive Offices)
(508) 563-1000
Issuer's Telephone Number Including Area Code
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter period that the issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
--- ---
State the number of shares outstanding of each of the issuer's classes of Common
equity as of the latest practicable date:
Common Stock par value $.06 2/3 1,387,149
(Class) (Outstanding stock at May 11, 2001)
Transitional Small Business Disclosure Format (check one):
Yes No X
------ ------
2
BENTHOS, INC. AND SUBSIDIARY
FORM 10-QSB
FOR THE SECOND QUARTER AND SIX MONTHS ENDED
MARCH 31, 2001
INDEX
Page No.
---------
Face Sheet 1
Index 2
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets (unaudited) 3
March 31, 2001 and
September 30, 2000
Condensed Consolidated Statements of Operations (unaudited) 4
Quarter and Six Months Ended
March 31, 2001 and
March 31, 2000
Condensed Consolidated Statements of Cash Flow (unaudited) 5
Six Months Ended
March 31, 2001 and
March 31, 2000
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis 9
of Financial Condition and Results
of Operations
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 14
3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Benthos, Inc. and Subsidiary
Condensed Consolidated Balance Sheets
(in thousands, except per share amounts)
(unaudited)
Assets March 31, 2001 September 30, 2000
-------------- ------------------
Current Assets:
Cash and Cash Equivalents $ 51 $ 1,474
Accounts Receivable, Net 3,328 3,448
Inventories 5,813 4,974
Prepaid Expenses and Other Current Assets 80 159
Deferred Tax Asset 1,354 1,354
------- -------
Total Current Assets 10,626 11,409
Property, Plant and Equipment, Net 1,981 1,960
Other Assets, Net 4,312 4,496
------- -------
$16,919 $17,865
======= =======
Liabilities and Stockholders' Investment
Current Liabilities:
Note Payable $ 50 $ --
Current Portion of Long-Term Debt 786 786
Accounts Payable 1,929 1,160
Accrued Expenses 1,277 1,729
Customer Deposits 388 350
------- -------
Total Current Liabilities 4,430 4,025
------- -------
Long-Term Debt, Net of Current Portion 3,470 3,863
Stockholders' Investment:
Common stock, $.06 2/3 Par Value-
Authorized - 7,500 Shares
Issued - 1,653 Shares at March 31, 2001
and September 30, 2000 110 110
Capital in Excess of Par Value 1,569 1,569
Retained Earnings 7,971 8,959
Treasury Stock, at Cost (631) (661)
------- -------
Total Stockholders' Investment 9,019 9,977
------- -------
$16,919 $17,865
======= =======
See accompanying notes to Condensed Consolidated Financial Statements
4
Benthos, Inc. and Subsidiary
Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)
(unaudited)
Quarter Ended Six Months Ended
March 31, March 31,
2001 2000 2001 2000
------- ------ ------- -------
Net Sales $ 4,717 $5,237 $ 8,890 $10,648
Cost of Sales 3,056 2,638 6,102 5,924
------- ------ ------- -------
Gross Profit 1,661 2,599 2,788 4,724
Selling, General &
Administrative Expenses 1,400 1,601 2,680 2,945
Research and Development
Expenses 590 457 1,098 922
Amortization of Goodwill
and Other Acquired
Intangibles 126 130 252 254
------- ------ ------- -------
Income (Loss) from Operations (455) 411 (1,242) 603
Interest Income 6 12 27 41
Interest Expense (93) (96) (197) (205)
------- ------ ------- -------
Income before (Benefit) Provision
for Income Taxes (542) 327 (1,412) 439
Provision (Benefit) for Income Taxes (162) 98 (423) 132
------- ------ ------- -------
Net Income (Loss) $ (380) $ 229 $ (989) $ 307
======= ====== ======= =======
Basic Earnings (Loss) Per Share $ (0.28) $ 0.17 $ (0.72) $ 0.22
======= ====== ======= =======
Diluted Earnings (Loss) Per Share $( 0.28) $ 0.16 $( 0.72) $ 0.22
======= ====== ======= =======
Weighted Average
Common Shares Outstanding 1,382 1,376 1,380 1,372
======= ====== ======= =======
Weighted Average
Common Shares Outstanding,
Assuming Dilution 1,382 1,419 1,380 1,416
======= ====== ======= =======
See accompanying notes to Condensed Consolidated Financial Statements
5
Benthos, Inc. and Subsidiary
Condensed Consolidated Statements of Cash Flow
(in thousands)
(unaudited)
Six Months Ended
March 31, 2001 March 31, 2000
----------------- ---------------
Cash Flows from Operating Activities:
Net Income (Loss) $ (989) $ 307
Adjustments to Reconcile Net Income (Loss) to
Net Cash Used in Operating Activities:
Depreciation and Amortization 601 638
Changes in Assets and Liabilities:
Accounts Receivable 120 (1,236)
Inventories (839) 148
Prepaid Expenses and Other Current Assets 79 604
Accounts Payable and Accrued Expenses 317 (656)
Customer Deposits 38 (114)
------- -------
Net Cash Used in Operating Activities (673) (309)
Cash Flows from Investing Activities:
Purchases of Property, Plant and Equipment (325) (265)
Increase in Other Assets (82) (263)
------- -------
Net Cash Used in Investing Activities (407) (528)
Cash Flows from Financing Activities:
Borrowings on Revolving Note 50 --
Exercise of Stock Options -- 23
Payments on Long-Term Debt (393) (393)
------- -------
Net Cash Used in Financing Activities (343) (370)
------- -------
Net Decrease in Cash and Cash Equivalents (1,423) (1,207)
Cash and Cash Equivalents, Beginning of Period 1,474 2,930
------- -------
Cash and Cash Equivalents, End of Period $ 51 $ 1,723
======= =======
Supplemental Disclosure of Cash Flow Information:
Interest Paid $ 199 $ 204
======= =======
Income Taxes Paid, Net of Refunds $ 50 $ 100
======= =======
Supplemental Disclosure of Noncash Activities:
Issuance of Treasury Stock to the Company's ESOP $ 30 $ 74
======= =======
See accompanying notes to Condensed Consolidated Financial Statements
6
Benthos, Inc. and Subsidiary
Notes to Condensed Consolidated Financial Statements
(in thousands, except per share amounts)
1. Fiscal Periods
The fiscal year of Benthos, Inc. (the Company) ends on September 30 each year.
Interim quarters are comprised of 13 weeks unless otherwise noted and end on the
Sunday closest to December 31, March 31, and June 30. All references in the
unaudited condensed consolidated financial statements to fiscal periods ended on
December 31, March 31, or June 30 mean the interim quarters referred to above.
2. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission regarding interim financial reporting. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements and should be
read in conjunction with the consolidated financial statements and notes thereto
for the fiscal year ended September 30, 2000, included in the Company's
previously filed Form 10-KSB. The accompanying condensed consolidated financial
statements reflect all adjustments (consisting solely of normal, recurring
adjustments) which are, in the opinion of management, necessary for a fair
presentation of results for the interim periods presented. The results of
operations for the interim period are not necessarily indicative of the results
to be expected for the full fiscal year.
3. Inventories
Inventories are stated at the lower of cost (first-in, first-out) or market and
consist of the following:
March 31, 2001 September 30, 2000
-------------- ------------------
Raw Materials $ 433 $ 423
Work-in-Process 5,363 4,538
Finished Goods 17 13
------ ------
$5,813 $4,974
====== ======
7
4. Earnings (Loss) Per Share
A reconciliation of basic and diluted shares outstanding is as follows:
Quarter Ended Six Months Ended
March 31, March 31,
2001 2000 2001 2000
----- ----- ----- -----
Basic weighted average common shares outstanding 1,382 1,376 1,380 1,372
Weighted average common share equivalents -- 43 - - 44
----- ----- ----- -----
Diluted weighted average shares outstanding 1,382 1,419 1,380 1,416
===== ===== ===== =====
The following securities were not included in computing earnings per share
because their effects would be anti-dilutive.
Quarter Ended Six Months Ended
March 31, March 31,
2000 1999 2001 2000
---- ---- ---- -------
Options to purchase common stock 232 133 215 134
==== ==== ==== =======
5. Segment Reporting
The Company views its operations and manages its business as two segments,
Undersea Systems and Container Inspection Systems, as being strategic business
units that offer different products. The Company evaluates performance of its
operating segments based on revenues from external customers, income from
operations and identifiable assets.
Quarter Ended Six Months Ended
March 31, March 31,
2001 2000 2001 2000
------ ------ ------- -------
Sales to Unafilliated Customers:
Undersea Systems $3,468 $3,397 $ 6,383 $ 7,474
Container Inspection Systems 1,249 1,840 2,507 3,174
------ ------ ------- -------
Total $4,717 $5,237 $ 8,890 $10,648
Income (Loss) from Operations:
Undersea Systems $ (391) $ 96 $ (976) $ 309
Container Inspection Systems (64) 315 (266) 294
------ ------ ------- -------
Total $ (455) $ 411 $(1,242) $ 603
Identifiable Assets:
Undersea Systems $11,693 $11,990
Container Inspection Systems 3,275 2,481
Corporate Assets 1,951 3,557
------- -------
Total $16,919 $18,028
======= =======
8
Revenues by geographic area were as follows:
Quarter Ended Six Months Ended
March 31, March 31,
2001 2000 2001 2000
Geographic Area ------- ------ ----- ------
United States $3,269 $2,962 $6,148 $ 6,121
Other 1,448 2,275 2,742 4,527
------ ------ ------ -------
Total $4,717 $5,237 $8,890 $10,648
====== ====== ====== =======
6. Credit Facility
The Company has a credit facility with a bank. This facility provides for loans
under two notes: a $5,500 variable rate term note and a $700 variable rate
revolving note. The term note is payable in 84 consecutive equal monthly
installments of principal with interest at prime (8.0% at March 31, 2001) plus
0.50%. The term note matures in August 2006. The revolving note expires on
January 31, 2002. Advances under the revolving note are payable as follows:
monthly payments of interest only and unpaid principal and accrued and unpaid
interest at maturity. The interest rate under the revolving note is prime (8.0%
at March 31, 2001) plus 1.50%. There were $50 in advances outstanding under the
revolving note as of March 31, 2001. The credit facility is secured by
substantially all of the assets of the Company and requires the Company to meet
certain covenants, including debt service coverage. During the second quarter,
the bank reset the financial covenants under the credit facility for the
remainder of the fiscal year based on updated projections received from the
Company and reduced the amount of the variable rate revolving note from $2,000
to $700. As of March 31, 2001, the Company was in compliance with these revised
covenants.
7. CEO Resignation
In January of 2001, the CEO of the Company resigned. In connection with his
resignation, the Company made a payment to the CEO of $55,000 in exchange for
cancellation of his 64,500 outstanding stock options, continued availability to
assist the Company for a specified period of time, and severance. This amount
was recorded as compensation expense during the quarter ended March 31, 2001.
9
Item 2.
Management's Discussion and Analysis
of Financial Condition and Results of Operations
(Dollars in Thousands)
Results of Operations -- Second quarter of fiscal year 2001 compared with second
quarter of fiscal year 2000.
The following table presents, for the periods indicated, the percentage
relationship of Condensed Consolidated Statements of Operations items to total
sales:
Quarter Ended
March 31, 2001 March 31, 2000
--------------- ---------------
(unaudited)
Net Sales 100.0% 100.0%
Cost of Sales 64.8% 50.4%
------ -----
Gross Profit 35.2% 49.6%
Selling, General & Administrative Expenses 29.7% 30.6%
Research and Development Expenses 12.5% 8.7%
Amortization of Goodwill and Other
Acquired Intangibles 2.6% 2.5%
------ -----
Income (Loss) from Operations (9.6)% 7.8%
Interest Income .1% .2%
Interest Expense (2.0)% (1.8)%
------ -----
Income (Loss) Before Provision (Benefit)
for Income Taxes (11.5)% 6.2%
Provision (Benefit) for Income Taxes (3.4)% 1.8%
------ -----
Net Income (Loss) (8.1)% 4.4%
====== =====
Sales. Net sales decreased by 9.9% in the second quarter of fiscal year 2001 to
$4,717 as compared to $5,237 in the second quarter of fiscal year 2000. Sales
of the Undersea Systems Division increased by 2.1% to $3,468 in the second
quarter of fiscal year 2001 as compared to $3,397 in the second quarter of
fiscal year 2000. This increase was experienced in the Company's acoustic and
geophysical hydrophone product lines while the remaining product lines of the
Undersea Systems Division experienced the continued softness in their served
markets. Sales of the Container Inspection Systems Division decreased by 32.1%
to $1,249 in the second quarter of fiscal year 2001 as compared to $1,840 in the
second quarter of fiscal year 2000. The decrease resulted largely from large
project orders in the second quarter of fiscal year 2000 which were not repeated
in the second quarter of fiscal year 2001.
Gross Profit. Gross Profit decreased by 36.1% to $1,661 for the second quarter
of fiscal year 2001 as compared to $2,599 for the second quarter of fiscal year
2000. As a percentage of sales, gross profit was 35.2% in the second quarter of
fiscal year 2001 as compared to 49.6% in the second quarter of fiscal year 2000.
The decrease in gross profit percentage is attributed primarily to the higher
sales mix of Undersea Systems Division products, which carry a lower gross
profit than the products of the Container Inspection Systems Division and
unabsorbed overhead resulting from decreased sales volume.
10
Selling, General and Administrative Expenses. Selling, general and
administrative expenses decreased by 12.6% to $1,400 for the second quarter of
fiscal year 2001 as compared to $1,601 in the second quarter of fiscal year
2000. As a percentage of sales, selling, general and administrative expenses
decreased to 29.7% in the second quarter of fiscal year 2001 as compared to
30.6% for the second quarter of fiscal year 2000. The decrease in selling,
general, and administrative dollars and percent to sales is a result of the
removal of duplicate expenses relating to the integration of the operations of
Datasonics, Inc. and reduced headcount compared to the second quarter of fiscal
year 2000. This was offset, somewhat, by expenses in the second quarter of
fiscal year 2001 related to the resignation of the CEO, such as search fees for
a successor and severance costs.
Research and Development Expenses. Research and development expenses increased
29.1% to $590 for the second quarter of fiscal year 2001 as compared to $457 in
the second quarter of fiscal year 2000. As a percentage of sales, research and
development expenses increased to 12.5% of sales in the second quarter of fiscal
year 2001 from 8.7% in the second quarter of fiscal year 2000. The increase in
the overall level of expenditures is due to investments in new product
development and is consistent with the Company's current operational plans.
Amortization of Goodwill and Other Acquired Intangibles. Amortization of
goodwill and other acquired intangibles was $126 in the second quarter of fiscal
year 2001 as compared to $130 in the second quarter of fiscal 2000. The
amortization of goodwill and other acquired intangibles relates to the
Datasonics acquisition in fiscal year 1999.
Interest Income. Interest income decreased to $6 in the second quarter of
fiscal year 2001 as compared to $12 in the second quarter of fiscal year 2000.
The decrease in interest income was a result of lower invested cash balances.
Interest Expense. Interest Expense decreased to $93 in the second quarter of
fiscal year 2001 as compared to $96 in the second quarter of fiscal year 2000.
The decrease in interest expense dollars was a result of reduced principal on
the variable rate term loan used to finance the Datasonics acquisition.
Provision (Benefit) for Income Taxes. The provision (benefit) for income taxes
decreased to $(162) in the second quarter of fiscal year 2001 as compared to $98
in the second quarter of fiscal year 2000. The effective tax rate used in the
second quarter of fiscal years 2001 and 2000 was 30.0%. The rate used is lower
than the statutory rate due primarily to the benefit from the Company's Foreign
Sales Corporation.
11
Management's Discussion and Analysis
of Financial Condition and Results of Operations
(Dollars in thousands)
Results of Operations - Six months of fiscal year 2001 compared with six months
of fiscal year 2000.
The following table presents, for the periods indicated, the percentage
relationship of Condensed Consolidated Statements of Operations items to total
sales:
Six Months Ended
March 31, 2001 March 31, 2000
----------------- ---------------
Net Sales 100.0% 100.0%
Cost of Sales 68.6% 55.6%
------ -----
Gross Profit 31.4% 44.4%
Selling, General & Administrative Expenses 30.1% 27.6%
Research and Development Expenses 12.4% 8.7%
Amortization of Goodwill and
Other Acquired Intangibles 2.8% 2.4%
------ -----
Income (Loss) from Operations (13.9)% 5.7%
Interest Income .3% .4%
Interest Expense (2.2)% (2.0)%
------ -----
Income (Loss) Before Provision (Benefit)
for Income Taxes (15.8)% 4.1%
Provision (Benefit) for Income Taxes (4.7)% 1.2%
------ -----
Net Income (Loss) (11.1)% 2.9%
====== =====
Sales. Net sales decreased by 16.5% in the first six months of fiscal year 2001
to $8,890 as compared to $10,648 in the first six months of fiscal year 2000.
Sales of the Undersea Systems Division increased by 14.6% to $6,383 in the first
six months of fiscal year 2001 as compared to $7,474 in the first six months of
fiscal year 2000. This decrease is a result of continued softness in the markets
served by the Undersea Systems Division. The decrease in sales extended to
almost all of the product areas, with the exception of acoustic and geophysical
hydrophone product lines, as compared to the first six months of fiscal year
2000. Sales of the Container Inspection Systems Division decreased by 21.0% to
$2,507 in the first six months of fiscal year 2001 as compared to $3,174 in the
first six months of fiscal year 2000. The decrease resulted largely from large
project orders in the second quarter of fiscal year 2000 which were not repeated
in the second quarter of fiscal year 2001.
Gross Profit. Gross Profit decreased by 41.0% to $2,788 for the first six
months of fiscal year 2001 as compared to $4,724 for the first six months of
fiscal year 2000. As a percentage of sales, gross profit was 31.4% in the first
six months of fiscal year 2001 as compared to 44.4% in the first six months of
fiscal year 2000. The decrease in gross profit percentage is attributed
primarily to the higher sales mix of Undersea Systems Division products, which
carry a lower gross profit than the products of the Container Inspection Systems
Division, unabsorbed overhead resulting from decreased sales volume, and
inventory related provisions.
12
Selling, General and Administrative Expenses. Selling, general and
administrative expenses decreased by 9.0% to $2,680 for the first six months of
fiscal year 2001 as compared to $2,945 in the first six months of fiscal year
2000. As a percentage of sales, selling, general and administrative expenses
increased to 30.1% in the first six months of fiscal year 2001 as compared to
27.6% for the first six months of fiscal year 2000. The decrease in selling,
general, and administrative expenses in dollars is a result of the removal of
duplicate expenses relating to the integration of the operations of Datasonics,
Inc. and reduced headcount compared to the first six months of fiscal year 2000.
This was offset, somewhat, by expenses in the first six months of fiscal year
2001 related to the resignation of the CEO, such as search fees for a successor
and severance costs. The increase in percent to sales is related to the decrease
in sales volume.
Research and Development Expenses. Research and development expenses increased
19.1% to $1098 for the first six months of fiscal year 2001 as compared to $922
in the first six months of fiscal year 2000. As a percentage of sales, research
and development expenses increased to 12.4% of sales in the first six months of
fiscal year 2001 from 8.7% in the first six months of fiscal year 2000. The
increase in the overall level of expenditures is due to investments in new
product development. The level of expenditures is consistent with the Company's
current operational plans.
Amortization of Goodwill and Other Acquired Intangibles. Amortization of
goodwill and other acquired intangibles was $252 in the first six months of
fiscal year 2001 as compared to $254 in the second quarter of fiscal 2000. The
amortization of goodwill and other acquired intangibles relates to the
Datasonics acquisition in fiscal year 1999.
Interest Income. Interest income decreased to $27 in the first six months of
fiscal year 2001 as compared to $41 in the first six months of fiscal year 2000.
The decrease in interest income was a result of lower invested cash balances.
Interest Expense. Interest expense was $197 in the first six months of fiscal
year 2001 as compared to $205 in the first six months of fiscal year 2000. The
decrease in interest expense dollars was a result of reduced principal on the
variable rate term loan used to finance the Datasonics acquisition.
Provision (Benefit) for Income Taxes. The provision (benefit) for income taxes
decreased to $(423) in the first six months of fiscal year 2001 as compared to
132 in the first six months of fiscal year 2000. The effective tax rate used in
the first halves of fiscal years 2001 and 2000 was 30.0%. The rate used is
lower than the statutory rate due primarily to the benefit from the Company's
Foreign Sales Corporation
Liquidity and Capital Resources. The Company's cash and cash equivalents
decreased $1,423 from September 30, 2000 to March 31, 2001. Cash of $673 was
used in operating activities, primarily the result of the net loss incurred
during the first six months of fiscal year 2001 offset by depreciation and
amortization and changes in operational assets and liabilities. The Company
also used $407 and $343 of cash in its investing and financing activities,
respectively. Investing activities represents primarily the purchase of capital
equipment and financing activities represents the payment of the installment
payments on the term note and borrowing under the revolving note.
The Company has a credit facility with a bank. This facility provides for loans
under two notes: a $5,500 variable rate term note and a $700 variable rate
revolving note. The term note is payable in 84 consecutive equal monthly
installments of principal with interest at either prime (8.0% at March 31, 2001)
plus 0.50%. The term note matures in August 2006. The revolving note expires on
January 31, 2002. Advances under the revolving note are payable as follows:
monthly payments of interest only and unpaid principal and accrued and unpaid
interest at maturity. The interest rate under the revolving note is prime (8.0%
at March 31, 2001) plus 1.5%. There were $50 in advances outstanding under the
revolving note as of March 31, 2001. The credit facility is secured by
substantially all of the assets of the Company and requires the Company to meet
certain covenants, including debt service coverage. During the second quarter,
the bank reset the financial covenants under the credit facility for the
remainder of the fiscal year based on updated projections received from the
Company and reduced the amount of the variable rate revolving note from $2,000
to $700. As of March 31, 2001, the Company was in compliance with these revised
covenants.
13
The Company believes it is well positioned to finance future working capital
requirements and capital expenditures during the next twelve months through cash
on hand and available credit facilities.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995.
The statements in this Quarterly Report on Form 10-QSB and in oral statements
which may be made by representatives of the Company relating to plans,
strategies, economic performance and trends and other statements that are not
descriptions of historical facts may be forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Forward-looking information is inherently subject to risks and
uncertainties, and actual results could differ materially from those currently
anticipated due to a number of factors which include: the timing of large
project orders, competitive factors, shifts in customer demand, government
spending, economic cycles, availability of financing as well as the factors
described in this report. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results or
outcomes may vary materially from those described herein as anticipated,
believed, estimated, expected or intended.
14
PART II -- OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The exhibits set forth in the
Exhibit Index on the following
page are filed herewith as a
part of this report.
(b) Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BENTHOS, INC
By /s/ Francis E. Dunne, Jr.
Francis E. Dunne, Jr.
Vice President, Chief Financial Officer,
and Treasurer
(Principal Financial and Accounting Officer)
DATE: May 14, 2001
BENTHOS, INC.
EXHIBIT INDEX
Exhibit
- -------
3.1 Restated Articles of Organization (1)
3.2 Articles of Amendment dated April 28, 1997 (2)
3.3 Articles of Amendment dated April 20, 1998 (5)
3.4 By-Laws (1)
3.5 By-Law Amendments adopted January 23, 1998 (4)
4.1 Common Stock Certificate (1)
10.1 Employment Contract with Samuel O. Raymond (1)
10.2 Amendment to Employment Contract with Samuel O. Raymond (2)
10.3 Employment Contract with John L. Coughlin (1)
10.4 Amended and Restated Employment Agreement with John L. Coughlin (10)
10.5 Severance Agreement with John L. Coughlin (13)
10.6 Employment Agreement with Francis E. Dunne, Jr. (11)
10.7 Employee Stock Ownership Plan (1)
10.8 First Amendment to Employee Stock Ownership Plan (2)
10.9 Second Amendment to Employee Stock Ownership Plan (8)
10.10 Third Amendment to Employee Stock Ownership Plan (8)
10.11 Fourth Amendment to Employee Stock Ownership Plan (11)
10.12 Fifth Amendment to Employee Stock Ownership Plan (11)
10.13 401(k) Retirement Plan (1993)(1)
10.14 First Amendment to 401(k) Retirement Plan (2)
10.15 Second Amendment to 401(k) Retirement Plan (2)
10.16 Third Amendment to 401(k) Retirement Plan (3)
10.17 401(k) Retirement Plan (1999)(8)
10.18 First Amendment to 1999 401(k) Retirement Plan (11)
10.19 Second Amendment to 1999 401(k) Retirement Plan (11)
10.20 Third Amendment to 1999 401(k) Retirement Plan
10.21 Supplemental Executive Retirement Plan (1)
10.22 1990 Stock Option Plan (1)
10.23 Stock Option Plan for Non-Employee Directors(1)
10.24 1998 Non-Employee Directors' Stock Option Plan (4)
10.25 Benthos, Inc. 2000 Stock Incentive Plan (9)
10.26 License Agreement between the Company and The Penn State Research
Foundation dated December 13, 1993 (1)
10.27 Technical Consultancy Agreement between the Company and William D.
McElroy dated July 12, 1994 (1)
10.28 Technical Consultancy Agreement between the Company and William D.
McElroy dated October 1, 1996 (3)
10.29 General Release and Settlement Agreement between the Company and Lawrence
W. Gray dated February 8, 1996 (1)
10.30 Line of Credit Loan Agreement between the Company and Cape Cod Bank and
Trust Company dated September 24, 1990, as amended (1)
10.31 Commercial Mortgage Loan Extension and Modification Agreement between the
Company and Cape Cod Bank and Trust Company, dated July 6, 1994 (1)
10.32 Credit Agreement between the Company and Cape Cod Bank and Trust Company
dated August 18, 1999 (8)
10.33 First Amendment to Credit Agreement dated March 23, 2001
10.34 License Agreement between the Company and Optikos Corporation dated July
29, 1997 (3)
10.35 Hydrophone License Agreement between the Company and Syntron, Inc. dated
December 5, 1996 (6)
10.36 Amendment Number 1 to Hydrophone License Agreement between the Company
and Syntron, Inc. dated September 11, 1998 (6)
10.37 Asset Purchase Agreement among Benthos, Inc., Datasonics, Inc., and
William L. Dalton and David A. Porta (7)
21 Subsidiaries of the Registrant (1)
(1) Previously filed as an exhibit to Registrant's Registration
Statement on Form 10-SB filed with the Commission on December 17, 1996
(File No. O-29024) and incorporated herein by this reference.
(2) Previously filed as an exhibit to Registrant's Quarterly Report on
Form 10-QSB for the quarterly period ended March 30, 1997 (File No. O-
29024) and incorporated herein by this reference.
(3) Previously filed as an exhibit to Registrant's Quarterly Report on
Form 10-QSB for the quarterly period ended June 29, 1997 (File No. O-29024)
and incorporated herein by this reference.
(4) Previously filed as an exhibit to the Registrant's Quarterly
Report on Form 10-QSB for the quarterly period ended December 31, 1997
(File No. O-29024) and incorporated herein by this reference.
(5) Previously filed as an exhibit to the Registrant's Quarterly
Report on Form 10-QSB for the quarterly period ended March 31, 1998 (File
No. 0-29024) and incorporated herein by this reference.
(6) Previously filed as an exhibit to the Registrant's Quarterly
Report on Form 10-QSB for the quarterly period ended December 31, 1998
(File No. 0-29024) and incorporated herein by this reference.
(7) Previously filed as an exhibit to Registrant's Current Report on
Form 8-K filed on or about August 27, 1999 (File No. 0-29024) and
incorporated herein by this reference.
(8) Previously filed as an exhibit to Registrant's Annual Report on
Form 10-KSB for the fiscal year ended September 30, 1999 (File No. 0-29024)
and incorporated herein by this reference.
(9) Previously filed as an exhibit to the Registrant's definitive
proxy statement filed on Schedule 14A on or about January 18, 2000 and
incorporated herein by this reference.
(10) Previously filed as an exhibit to the Registrant's Quarterly
Report on Form 10-QSB for the quarterly period ended December 31, 1999
(File No. 0-29024) and incorporated herein by this reference.
(11) Previously filed as an exhibit to the Registrant's Quarterly
Report on Form 10-QSB for the quarterly period ended June 30, 2000 (File
No. 0-29024) and incorporated herein by this reference.
(12) Previously filed as an exhibit to the Registrant's Annual Report
on Form 10-KSB for the fiscal year ended September 30, 2000 (File No. 0-
29024) and incorporated herein by this reference.
(13) Previously filed as an exhibit to Amendment No. 1 to the
Registrant's Annual Report on Form 10-KSB for the fiscal year ended
September 30, 2000 (File No. 0-29024) and incorporated herein by this
reference.