UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the quarterly period ended December 31, 2000
OR
[X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from ____________________ to
_________________________
Commission File Number 0-9010
ROBINSON NUGENT, INC.
---------------------
(Exact name of registrant as specified in its charter)
INDIANA 35-0957603
------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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
--------------
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 the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practical date: As of December 31, 2000, the
registrant had outstanding 5,917,583 common shares without par value.
The Index to Exhibits is located at page 17 in the sequential numbering
system. Total pages: 19.
ROBINSON NUGENT, INC. AND SUBSIDIARIES
INDEX
Page No.
--------
PART I. Financial Information:
Item 1. Financial Statements
Consolidated balance sheets at December 31, 2000,
December 31, 1999 and June 30, 2000........................... 3
Consolidated statements of operations and comprehensive
income for the three and six months ended
December 31, 2000 and December 31, 1999....................... 5
Consolidated statements of cash flows for the
six months ended December 31, 2000 and December 31,1999....... 6
Notes to consolidated financial statements.................... 7
Item 2. Management's discussion and analysis of financial
condition and results of operations........................... 10
PART II. Other Information............................................. 15
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ROBINSON NUGENT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
December 31 June 30
---------------------- -------
2000 1999 2000
---- ---- ----
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 1,614 $ 1,528 $ 2,114
Accounts receivable, net 16,740 14,719 17,949
Inventories:
Raw materials 1,651 952 1,072
Work in process 9,260 7,641 8,479
Finished goods 9,630 5,248 9,434
------- ------- -------
Total inventories 20,541 13,841 18,985
Other current assets 2,586 2,116 2,378
------- ------- -------
Total current assets 41,481 32,204 41,426
Property, plant & equipment, net 16,908 19,590 15,989
Other assets 183 135 652
------- ------- -------
Total assets $58,572 $51,929 $58,067
======= ======= =======
See accompanying notes to the consolidated financial statements.
3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (continued)
ROBINSON NUGENT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
December 31 June 30
----------------------- -------
2000 1999 2000
---- ---- ----
(Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt $ 399 $ 521 $ 441
Accounts payable 7,820 8,249 9,329
Accrued expenses 4,212 4,944 7,375
------- ------- -------
Total current liabilities 12,531 13,714 17,145
Long-term debt, excluding current
installments 10,031 11,364 11,779
Other liabilities 823 954 750
------- ------- -------
Total liabilities 23,385 26,032 29,674
------- ------- -------
Commitments and contingencies --- --- ---
------- ------- -------
Shareholders' equity:
Common shares without par value
Authorized shares 15,000; issued
7,803 shares at December 31, 2000, 27,843 21,062 21,562
6,874 shares at December 31, 1999, and
6,978 shares at June 30, 2000
Retained earnings 20,687 16,502 19,535
Equity adjustment from foreign
currency translation (844) 1,002 (134)
Employee stock purchase plan loans
and deferred compensation --- (54) (22)
Less cost of common shares in treasury;
1,886 shares at December 31, 2000,
1,903 shares at December 31, 1999, and
1,894 shares at June 30, 2000 (12,499) (12,615) (12,548)
------- ------- -------
Total shareholders' equity 35,187 25,897 28,393
------- ------- -------
Total liabilities and shareholders'
equity $58,572 $51,929 $58,067
======= ======= =======
See accompanying notes to the consolidated financial statements.
4
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (continued)
ROBINSON NUGENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
(In thousands, except per share data)
Three Months Ended Six Months Ended
December 31 December 31
----------------------- -----------------------
2000 1999 2000 1999
---- ---- ---- ----
(Unaudited) (Unaudited)
Net sales $20,973 $22,778 $44,329 $43,728
Cost of sales 15,751 16,309 32,753 31,697
------- ------- ------- -------
Gross profit 5,222 6,469 11,576 12,031
Selling, general and
administrative expenses 4,104 4,508 8,781 8,506
Special and unusual expenses 614 376 786 606
------- ------- ------- -------
Operating income 504 1,585 2,009 2,919
------- ------- ------- -------
Other income (expense):
Interest income 14 11 20 25
Interest expense (222) (203) (462) (379)
Currency loss (133) (193) (74) (268)
Royalty income --- --- 4 ---
------- ------- ------- -------
(341) (385) (512) (622)
------- ------- ------- -------
Income before income taxes 163 1,200 1,497 2,297
Income tax expense (benefit) (54) 320 401 633
------- ------- ------- -------
Net income $ 217 $ 880 $ 1,096 $ 1,664
======= ======= ======= =======
Other comprehensive income:
Foreign currency translation 101 12 (710) 510
------- ------- ------- -------
Comprehensive income $ 318 $ 892 $ 386 $ 2,174
======= ======= ======= =======
Per Share Data:
Basic net income per
common share $ .04 $ .18 $ .20 $ .34
======= ======= ======= =======
Weighted average number of
common shares outstanding 5,680 4,947 5,396 4,937
======= ======= ======= =======
Diluted net income per
common share $ .04 $ .17 $ .20 $ .33
======= ======= ======= =======
Adjusted weighted average number of
common shares, assuming dilution 5,680 5,222 5,396 5,104
======= ======= ======= =======
Dividends per common share $ --- $ --- $ --- $ ---
======= ======= ======= =======
See accompanying notes to the consolidated financial statements.
5
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (continued)
ROBINSON NUGENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Six Months Ended
December 31
----------------------
2000 1999
---- ----
(Unaudited)
Cash flows from operating activities:
Net income $ 1,096 $ 1,664
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 1,912 2,365
Disposal of capital assets (39) 93
Issuance of common shares as compensation 237 75
Changes in assets and liabilities
Receivables 1,209 (2,350)
Inventories (1,556) (3,209)
Other assets 248 1,070
Accounts payable and accrued expenses (4,499) 1,333
------- -------
Net cash provided by (used in) operating activities (1,392) 1,041
------- -------
Cash flows from investing activities:
Capital expenditures (2,913) (3,779)
Proceeds from sale of fixed assets 72 326
------- -------
Net cash used in investing activities (2,841) (3,453)
------- -------
Cash flows from financing activities:
Proceeds from long-term debt 1,250 3,586
Repayments of long-term debt (3,025) (1,137)
Repayments of employee stock purchase plan loans 20 22
Proceeds from exercised stock options 6,149 128
Repurchase of common shares --- (16)
Proceeds from sale of treasury shares --- 63
------- -------
Net cash provided by financing activities 4,394 2,646
------- -------
Effect of exchange rate changes on cash (661) 449
------- -------
Increase (decrease) in cash and cash equivalents (500) 683
Cash and cash equivalents at beginning of period 2,114 845
------- -------
Cash and cash equivalents at end of period $ 1,614 $ 1,528
======= =======
See accompanying notes to the consolidated financial statements.
6
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (continued)
ROBINSON NUGENT, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
December 31, 2000 and 1999, and June 30, 2000
1. In the opinion of management, the accompanying unaudited consolidated
condensed financial statements contain all adjustments necessary (all of
which are normal and recurring) to present fairly the financial position of
the Company and its subsidiaries, results of operations, and cash flows in
conformity with generally accepted accounting principles. The results of
operations for the interim period are not necessarily an indication of
results to be expected for the entire year.
2. Reference is directed to the Company's consolidated financial statements
(Form 10-K) for the year ended June 30, 2000, and management's discussion
and analysis included in Part I, Item 2 in this report.
3. On October 2, 2000, The Company and Minnesota Mining and Manufacturing
Company (3M) entered into a definitive merger agreement under which 3M will
acquire Robinson Nugent for approximately $115 million, including the
assumption of debt. The merger is structured as a tax-free, stock-for-stock
transaction, in which each outstanding Robinson Nugent common share will be
exchanged for shares of 3M common stock. The transaction will be accounted
for as a purchase.
The transaction has been approved by the boards of directors of both
companies and is subject to approval by the shareholders of Robinson
Nugent, Inc., and customary closing conditions. The Form S-4 Registration
Statement filed with the Securities and Exchange Commission in relation to
this merger was declared effective by the SEC in early January. The
transaction is expected to close in mid-February. Upon completion of the
merger, Robinson Nugent, Inc., will become a wholly owned subsidiary of 3M.
3M also entered into a voting and stock option agreement with four Robinson
Nugent, Inc., stockholders, owning approximately 31% of the outstanding
Company common shares on a fully diluted basis, under which the
shareholders have agreed to vote their shares in favor of the merger and 3M
has the option in certain circumstances to acquire the shares for cash at
$19 per share.
Reference is directed to the Form S-4 Registration Statement filed with the
Securities and Exchange Commission by Minnesota Mining and Manufacturing
Company for a complete description of the terms and conditions of the
Merger Agreement.
4. The Company recorded special and unusual expenses of $614,000, before
taxes, in the quarter ending December 31, 2000 and $786,000, before taxes,
in the first six months of the year. These expenses are presented
separately as a component of the operating income in the consolidated
statements of operations. The special and unusual expenses in the current
year include personnel costs, professional fees and other costs related to
the negotiations, due diligence and preparations associated with the
definitive merger agreement between 3M and Robinson Nugent. The prior year
special and unusual expenses of $376,000 in the quarter and $606,000 year
to date were related to personnel costs incurred to design and implement a
new information and enterprise resource planning system for North American
and European operations. This new system was designed and implemented to
satisfy year 2000 requirements, enhance management control systems, improve
customer service and vendor communications.
7
5. The Financial Accounting Standards Board has issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities", which
establishes accounting and reporting standards for hedging activities and
for derivative instruments, including certain derivative instruments
embedded in other contracts (collectively referred to as derivatives). It
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those
instruments at fair value. RN adopted the new standard on July 1, 2000. The
effect on the results of operations of adopting this new standard is
insignificant.
The Security and Exchange Commission Staff Accounting Bulletin No. 101
"Revenue Recognition" establishes account and reporting standards for the
recognition of revenues. The Company adopted the new bulletin on July 1,
2000. The effect on the results of operations of adopting this bulletin is
insignificant.
6. The following tables present the Company's revenues and income (loss)
before income taxes by geographic segment:
8
NET SALES
Three Months Ended Six Months Ended
December 31 December 31
------------------- -------------------
2000 1999 2000 1999
---- ---- ---- ----
United States:
Domestic $ 9,956 $13,903 $24,446 $27,812
Export to rest of world 1,921 (1) 3,351 531
------- ------- ------- -------
Total sales to customers 11,877 13,902 27,797 28,343
Intercompany 3,402 1,779 6,178 3,315
------- ------- ------- -------
Total United States 15,279 15,681 33,975 31,658
------- ------- ------- -------
Europe:
Total sales to domestic
customers 4,447 6,876 8,782 11,770
Intercompany 1,351 1,008 2,600 2,166
------- ------- ------- -------
Total Europe 5,798 7,884 11,382 13,936
------- ------- ------- -------
Asia:
Total sales to domestic
customers 4,649 2,000 7,750 3,615
Intercompany 1,840 2,413 3,594 3,513
------- ------- ------- -------
Total Asia 6,489 4,413 11,344 7,128
------- ------- ------- -------
Eliminations (6,593) (5,200) (12,372) (8,994)
------- ------- ------- -------
Consolidated $20,973 $22,778 $44,329 $43,728
======= ======= ======= =======
INCOME (L0SS) BEFORE INCOME TAXES:
Three Months Ended Six Months Ended
December 31 December 31
------------------- -------------------
2000 1999 2000 1999
---- ---- ---- ----
United States(1) $ (43) $ 445 $1,309 $ 1,236
Europe (386) 525 (695) 768
Asia 592 230 883 293
------- ------- ------ -------
Consolidated $ 163 $ 1,200 $1,497 $ 2,297
======= ======= ====== =======
<FN>
(1) United States income (loss) before income taxes includes most of the special and unusual charges
presented separately as a component of operating income in the consolidated statements of
operations as well as corporate expenses.
</FN>
9
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
- ---------------------
Statements made in this quarterly report with respect to Robinson Nugent's (the
Company) current plans, estimates, strategies and beliefs and other statements
that are not historical facts are forward-looking statements about the future
beliefs in light of the information currently available to it and therefore you
should not place undue reliance on them. The Company cautions you that a number
of important factors could cause actual results to differ materially from those
discussed in the forward-looking statements.
Customer orders for the second quarter ended December 31, 2000, amounted to
$24.6 million, up 4% from orders of $23.7 million in the same quarter of the
prior year. This increase reflected a $5.1 million or 209% increase in Asia,
partially offset by a $1.5 million or 10% decrease in the United States and a
$2.8 million or 38% decrease in Europe. The Company's backlog of unshipped
orders increased in the current quarter to $35.2 million, an increase of 75%
compared to $20.1 million at December 31, 1999. The Company's backlog in the
United States increased 99% due primarily to increased orders of back panel
connectors for applications such as servers, routers, hubs and other
telecommunication equipment. The European backlog decreased 35% due to a
reduction in orders from the Company's largest European customer. The Asian
backlog increased 388% due primarily to the shift of orders from contract
manufacturing customers from North America and Europe to this region. The
backlog of unshipped orders at June 30, 2000, was $23.4 million.
10
Net sales for the six months ending December 31, 2000 were $44.3 million
compared to $43.7 million in the prior year, and increase of 1%. Net sales
decreased 8% in the quarter to $21 million compared to $22.8 million in the
second quarter of the prior year. Customer sales in the United States decreased
14.6% to $11.9 million compared to $13.9 million in the second quarter of the
prior year. The Company continues to experience high levels of incoming orders
on its more profitable backplane connectors, but sales increases in this product
category have been limited by assembly capacity constraints. The backlog of
unshipped orders for these types of connectors increased significantly in the
quarter. The Company has invested capital in additional back panel connector
assembly equipment in its Malaysian facility. These assembly lines began
production in January, 2001. Sales of high-density, surface mount, fine pitch
board-to-board interconnect systems declined in the quarter compared to the
prior quarter and the second quarter of the prior year. These types of
connectors are used in communication and networking components utilized to
support the infrastructure of the Internet. Management expects sales of these
types of connectors to increase in coming quarters after customers reduce their
overstocked inventory levels, and resume historical purchasing patterns.
European customer sales decreased 35.4% to $4.4 million compared to $6.9 million
in the second quarter of the prior year. This sales decrease is due primarily to
a reduction in sales of connectors to the Company's largest European customer.
The connectors sold to this customer are used primarily in major communication
and digital satellite receiver applications in Europe. The Company expects the
demand for these types of products to improve in the coming quarters.
Customer sales in Asia, which includes sales generated from operations in Japan,
Malaysia and Singapore, were $4.6 million in the quarter compared to $2 million
in the second quarter of the prior year. This increase is due primarily to the
movement of sales by contract manufacturers to their facilities in this region.
Most of these sales are not new business for The Company. They are a direct
result of the relocation by customers of various sales programs from North
America and Europe to Asia.
11
Comparative sales by geographic territory for the respective periods follows:
Three Months Ended Six Months Ended
($000 omitted) September 30 December 31
--------------------- ----------------------
2000 1999 2000 1999
---- ---- ---- ----
United States:
Domestic $ 9,956 $13,903 $24,446 $27,812
Export to rest of world 1,921 (1) 3,351 531
------- ------- ------- -------
Total sales to customers 11,877 13,902 27,797 28,343
Intercompany 3,402 1,779 6,178 3,315
------- ------- ------- -------
Total United States 15,279 15,681 33,975 31.658
------- ------- ------- -------
Europe:
Domestic sales to customers 4,447 6,876 8,872 11,770
Intercompany 1,351 1,008 2,600 2,166
------- ------- ------- -------
Total Europe 5,798 7,884 11,382 13,936
------- ------- ------- -------
Asia:
Domestic sales to customers 4,649 2,000 7,750 3,615
Intercompany 1,840 2,413 3,594 3,513
------- ------- ------- -------
Total Asia 6,489 4,413 11,344 7,128
------- ------- ------- -------
Eliminations (6,593) (5,200) (12,372) (8,994)
------- ------- ------- -------
Consolidated $20,973 $22,778 $44,329 $43,728
======= ======= ======= =======
Gross profits in the quarter ended December 31, 2000, amounted to $5.2 million
or 24.9% of net sales, compared to $6.5 million or 28.4% of net sales in the
prior year. Gross profits for the six months amounted to $11.6 million or 26.1%
of net sales compared to $12 million or 27.5% of net sales in the first half of
the prior year. Gross profits are net of engineering charges associated with new
product development, which amounted to $1.2 million or 5.6% of net sales in the
current quarter compared to $1.1 million or 4.8% of net sales in the prior year.
Year-to-date engineering charges were $2.3 million or 5.3% of net sales in the
current and prior year. The decrease in gross profits in the quarter compared to
the prior year are primarily the result of the lower net sales in the quarter.
Gross profits should be favorably impacted in coming quarters due to an increase
in the sales of back panel connectors as new production capacity comes on-line
within the Company.
12
Selling, general and administrative expenses for the first half of the year were
$8.8 million compared to $8.5 million in the prior year. Selling, general and
administrative expenses were $4.1 million for the six months ended December 31,
2000, a decrease of 9% compared to expenses of $4.5 million in the second
quarter of the prior year.
The Company recorded special and unusual expenses of $0.6 million before taxes
in the current quarter and $0.4 million before taxes in the second quarter of
the prior year. Year-to-date special and unusual expenses were $0.8 million in
the current year and $0.6 million in the prior year. The current year expenses
include personnel costs, professional fees and other costs related to the
negotiations, due diligence and preparations associated with the agreement and
plan of merger between 3M and Robinson Nugent. The expenses in the prior year
include personnel costs incurred to design and implement the new information and
enterprise resource planning system in Europe and North America. The
implementation of this system was completed in the prior year.
Other income and expense for the three months ended December 31, 2000, reflect
expenses of $0.3 million compared to $0.4 million for the comparable three-month
period in the prior year and $0.5 million compared to $0.6 million for the
comparable six-month period. Other income and expense reflected currency losses
in the current quarter of $0.1 million compared to $0.2 million in the second
quarter of the prior year. Current and prior year-to-date results include
currency losses of $0.1 million and $0.3 million respectively. There was a
slight increase in interest expense in the current quarter and year-to-date
compared to the prior year due to increased interest rates. Currency losses in
the quarter were generated primarily in Asia.
13
The provision for income taxes was provided using the appropriate effective tax
rates for each of the tax jurisdictions in which the Company operates. The
Company maintains a valuation allowance for tax benefits of prior period net
operating losses in several jurisdictions. At such time as management is able to
project the probable utilization of all or part of these net operating loss
carryforward provisions, the valuation allowances for these deferred tax assets
will be reversed.
The net income in the quarter ended December 31, 2000 amounted to $0.2 million
or $.04 per share (dilutive), compared to $0.9 million or $.17 per share
(dilutive) in the second quarter of the prior year. The net income for the six
months amounted to $1.1 million or $.20 per share (dilutive) compared to $1.7
million or $.33 per share (dilutive) in the prior year.
Financial Condition and Liquidity
- ---------------------------------
Working capital at December 31, 2000, amounted to $28.9 million compared to
$18.5 million at December 31, 1999 and $24.3 million at June 30, 2000. The
current ratio was 3.3 to 1 at December 31, 2000 compared to 2.3 to 1 at December
31, 1999. The increase in working capital, compared to the prior year, primarily
reflects a $2 million increase in accounts receivable and a $6.7 million
increase in inventories. Long-term debt excluding current installments was $10
million as of December 31, 2000, and represented 29% of shareholders' equity at
December 31, 2000, compared to $11.4 million or 44% of shareholders' equity at
December 31, 1999.
The Company believes future working capital and capital expenditure requirements
can be met from cash provided by operating activities, existing cash balances,
and borrowings available under the existing credit facilities.
14
PART II. OTHER INFORMATION
Item 1. Not applicable.
Item 2. Not applicable.
Item 3. Not applicable.
Item 4. Not applicable.
Item 5. Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) See Index to Exhibits.
(b) The Company filed a report on form 8-K on October 10, 2000, relating
to a press release issued by the Company that described an agreement
and plan of merger dated October 2, 2000 by and among Minnesota Mining
and Manufacturing Company, a Delaware corporation, Barbados
Acquisition, Inc., an Indiana corporation and a wholly owned
subsidiary of 3M, and Robinson Nugent, Inc., an Indiana corporation.
15
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.
ROBINSON NUGENT, INC.
---------------------------------------------
(Registrant)
Date 2/14/01 /s/ Larry W. Burke
------- ---------------------------------------------
Larry W. Burke
President and Chief Executive Officer
Date 2/14/01 /s/ Robert L. Knabel
------- ----------------------------------------------
Robert L. Knabel
Vice President, Treasurer and Chief
Financial Officer
16
FORM 10-Q
INDEX TO EXHIBITS
Number of Sequential
Item Numbering
Assigned in System
Regulation S-K Page Number
Item 601 Description of Exhibit of Exhibit
- -------------- ------------------------------ ------------
(2) Not applicable.
(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, N.A.(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 Report
dated July 6, 1992.)
4.5 Amendment No. 3 to Rights Agreement dated February 11, 1998
(Incorporated by reference To Exhibit 4.5 to Form 10-Q
Report for the Period ended December 31, 1998.)
4.6 Amendment No. 4 to Rights Agreement dated October 2, 2000
(Incorporated by reference To Exhibit 4.1 to the report on
Form 8-K dated October 10, 2000.)
(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.)
17
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 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 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 Trust Agreement dated July 1, 1999 between Robinson Nugent,
Inc. and Strong Retirement Plan Services, related to the
deferred compensation agreement between Robinson Nugent,
Inc. and Larry W. Burke President and Chief Executive
Officer. (Incorporated by reference to Exhibit 10.6 to Form
10-K Report for year ended June 30, 1999.)
10.7 Summary of the 1993 Robinson Nugent, Inc. Employee and
Non-Employee Director Stock Option Plan, as amended.
(Incorporated by Reference to Exhibit 10.7 to Form 10-K
Report for year ended June 30, 1998.)
10.8 Summary of Robinson Nugent, Inc. Bonus Plan for the fiscal
year ended June 30, 2001. (Incorporated by reference to
Exhibit 10.8 to Form 10-K Report for year ended June 30,
2000.)
10.9 Contract for purchase and sale/leaseback between Robinson
Nugent, Inc., and Sam & JB, LLC dated February 22, 2000.
(Incorporated by reference to Exhibit 10.9 to Form 10-K/A-1
for the year ended June 30, 2000.)
10.10 Lease between Sam & JB, LLC and Robinson Nugent, Inc.,
dated February 22, 2000. (Incorporated by reference to
Exhibit 10.10 to Form 10-K/A-1 for the year ended June 30,
2000.)
18
10.11 Agreement and Plan of Merger dated as of October 2, 2000 by
and among Minnesota Mining and Manufacturing Company, a
Delaware corporation, Barbados Acquisition, Inc., an Indiana
corporation and a wholly owned subsidiary of 3M and Robinson
Nugent, Inc., an Indiana Corporation. (Incorporated by
reference to exhibit 2.1 of the report on Form 8-K dated
October 10, 2000.)
10.12 Voting and Stock Option Agreement, dated as of October 2,
2000 by and among Minnesota Mining and Manufacturing
Company, a Delaware corporation, Robinson Nugent, Inc., an
Indiana corporation and certain stockholders. (Incorporated
by reference to exhibit 99.2 of the report on Form 8-K dated
October 10, 2000.)
(11) Not applicable.
(15) Not applicable.
(18) Not applicable.
(19) Not applicable.
(22) Not applicable.
(23) Not applicable.
(24) Not applicable.
(27) Financial Data Schedule