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
For the fiscal year ended November 28, 1993.
[ ] 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 1-8770
M E A S U R E X C O R P O R A T I O N
(Exact name of Registrant as specified in its charter)
Delaware 94-1658697
(State or other jurisdiction of (I.R.S. Employer
incorporation or Organization) Identification No.)
One Results Way, Cupertino, California 95014
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 255-1500
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock, $0.01 par value New York Stock Exchange
Pacific Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
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 [ ]
Aggregate market value of voting stocks held by non-affiliates as
of January 28, 1994 $339,740,539
Number of shares of common stock outstanding as of January 28,
1994 17,881,081
---------------------------------
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders for the fiscal year ended
November 28, 1993, are incorporated by reference into Parts I, II and IV.
Portions of the Proxy Statement for registrant's 1994 Annual Meeting of
Shareholders to be held April 19, 1994, are incorporated into Part III.
MEASUREX CORPORATION
INDEX TO
ANNUAL REPORT ON FORM 10-K
FOR YEAR ENDED NOVEMBER 28, 1993
PART I Page
Item 1 Business 3
Item 2 Properties 9
Item 3 Legal Proceedings 9
Item 4 Submission of Matters to a Vote of Security Holders 9
Executive Officers of the Registrant 10-11
PART II
Item 5 Market for the Registrant's Common Equity and Related
Shareholder Matters 12
Item 6 Selected Financial Data 12
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
Item 8 Financial Statements and Supplementary Data 12
Item 9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 12
PART III
Item 10 Directors and Executive Officers of the Registrant 13
Item 11 Executive Compensation 13
Item 12 Security Ownership of Certain Beneficial Owners
and Management 13
Item 13 Certain Relationships and Related Transactions 13
PART IV
Item 14 Exhibits, Financial Statement Schedules and Reports
on Form 8-K 14
Signatures 15
2
PART I
ITEM 1. BUSINESS
General
Measurex Corporation provides its customers computer-integrated
manufacturing through design, production, marketing and servicing of sensor-
based information and control systems. The Company's broad, integrated product
line ensures economic results for customers by increasing productivity, reducing
raw material usage and energy consumption, and improving product quality and
uniformity.
Measurex's primary marketplace is within the manufacturing industries that
produce products by continuous or batch processes. The principal industries
served by the Company are: pulp and paper, plastics, metals, rubber and
chemicals.
Measurex supports its installed systems with a worldwide field service
organization of approximately 1,100 employees. Service technicians work
directly with customers, in their plants and mills, providing an important and
stable source of revenue. The service teams provide quality installations,
training and continuing service support to ensure results for the Company's
customers.
Measurex was originally incorporated in California in 1968. The Company's
state of incorporation was changed from California to Delaware in 1984.
Measurex's principal executive offices are located at One Results Way,
Cupertino, California, 95014-5991; its telephone number is (408) 255-1500.
Unless the context otherwise indicates, the terms "Measurex" and "the Company"
include Measurex Corporation, the predecessor California corporation, and its
subsidiaries.
Current Year's Development
On April 7, 1993, the Company acquired Roibox Oy for approximately $1.7
million, net of cash acquired. Located in Kuopio, Finland, Roibox is a
worldwide supplier of web-inspection products for the paper industry. The
acquisition was accounted for using the purchase method.
Product Information
The following table shows the annual shipment revenues (in millions of
dollars) and the percentages of annual shipment revenues during the last three
fiscal years, attributable to the delivery of systems used in the pulp and paper
and industrial systems industries. "Industrial Systems" includes systems for
plastics, metals, rubber, and other products.
Fiscal Year
-----------------------------------------
1993 1992 1991
------------- ------------ ------------
Systems used in:
Pulp and Paper $128.6 84% $116.7 79% $117.9 80%
Industrial Systems 24.2 16% 31.7 21% 30.3 20%
------ ---- ------ --- ------ ---
$152.8 100% $148.4 100% $148.2 100%
====== ==== ====== === ====== ===
For information regarding sales by geographic location see the section
"Business Segments" under Notes to Consolidated Financial Statements in the
Company's 1993 Annual Report to Shareholders.
3
MXOpen
In March 1992 the MXOpen(TM) product line was introduced at the Technical
Association of the Pulp and Paper Institute (TAPPI) trade show in Atlanta,
Georgia. MXOpen is an integrated information and control system that uses
industry-standard computer and communication protocols. The product line was
developed over a three-year period and represents a substantial investment in
research and development, manufacturing and marketing expenses.
In January 1993, at the Canadian Pulp and Paper Association (CPPA) trade
show in Montreal, Quebec, Canada, the Company launched the MXOpen
PrecisionPLUS(TM) intelligent measurement system. PrecisionPLUS features new
distributed sensor intelligence, advanced sensor technology and faster scanning
capabilities. The InfrandPlus moisture sensor uses principles of optical physics
to ensure accurate moisture measurement consistently on every grade.
The MXOpen Integrated Control System provides end-users with a combination
of integration and open architecture. MXOpen features:
[] Modular systems with capability for total machine optimization;
[] Open systems architecture based on international industry standards for
flexibility and expandability; and
[] Integrated information and control with real-time millwide visibility
for management decision-making.
The MXOpen millwide product line includes:
[] Intelligent Sensors and Scanners
[] Distributed Control System
[] Profile Actuation
[] Web Inspection
[] Millwide Information
[] Integrated Machine Monitoring
[] Complete Integrated Control System
The MXOpen Measurement Control System (MCS) was introduced to industrial
system customers in October 1992. For plastics, non-wovens and makers of coated
materials such as flooring and building products, the MCS is an affordable
solution for process improvement - all in a competitive, technologically
advanced control system.
Measurex 2002 ET Systems
Measurex 2002 ET(TM) supervisory systems feature consolidated electronics,
operator stations designed for ease of use with a broad range of graphic
displays, fiber optic communications and proprietary software. A number of
proprietary sensors are offered with these systems to address specific needs of
the individual industries. This system provides specific solutions for the
aluminum foil and sheet producers and tire manufacturers. The CMU (Computer
Management Unit) 2002 ET Configuration is a pre-packaged set of features that
offers a low cost option for small paper machines.
Proprietary Sensors
Measurex provides sensor technology for the process industries, currently
offering more than 70 sensors. Its sensors include those that monitor the basis
weight, moisture, caliper, ash content, coating, smoothness, gloss, formation,
opacity, strength and color of processed paper, as well as the physical
properties of other processed products, such as the wire spacing faults on steel
belted tires. These sensors use a variety of proprietary applications involving
technologies which include microwave, infrared, visible light, ultraviolet,
beta, X-ray and gamma radiation.
4
Cross-Direction Controls
Measurex is a leader in the complex technology of cross-direction (CD)
profile control. The center of this business is in the Measurex Devron
Division, based in Vancouver, British Columbia, Canada. CD control, as used for
example in the pulp and paper industry, allows precise control of paper
characteristics in small segments across the entire width of the paper sheet.
Cross-direction controls are complementary to the average profile taken along
the paper's direction of travel, referred to as machine direction. The combined
control strategy significantly enhances a customer's ability to achieve optimum
quality levels, thus reducing raw material and energy usage, lowering scrappage
rates and enhancing the customer's competitive position.
Measurex has a variety of CD control products including AutoSlice(TM),
ThermaTrol(TM), AquaTrol(R), Devronizer(TM), InfraTrol(TM), CalTrol(TM),
Calcoil(TM), Calendizer(TM), and GlossTrol(TM) actuators.
CD controls can be ordered with new systems or can be integrated into
existing installed systems. The CDOpen(TM) System allows Measurex's cross-
direction control products to be integrated with non-Measurex measurement
systems.
Millwide Information
Measurex's Management Systems Division (MSD), provides plant level computing
expertise for production processes. The Division's OptiVISION(TM) Full Spectrum
Production and Quality Management System (PQMS) gives Measurex the ability to
offer a system that manages processes from long-term planning and order entry
through scheduling, product tracking, shipping and invoicing the product. The
OptiVISION system provides users with a modular design that reduces development
and installation time.
Integrated Machine Monitoring
The Integrated Monitoring System (IMS), marketed as a part of the MXOpen
product line, consists of digital systems for on-line process and machine
monitoring and analysis of the papermaking process and production machinery.
IMS products provide process and machine-condition diagnosis and trending,
giving papermakers tools to address maintenance problems before failure.
Web Inspection Systems
The Roibox-developed web inspection system analyzes the moving paper web by
measuring the intensity variations of light transmitted through the sheet or
reflected from the sheet. The system uses Charge Coupled Device (CCD) camera
technology to continuously detect - on line - visual defects in paper or other
web-produced material. Like other MXOpen Systems, this web-inspection product
helps customers to produce superior quality products at lower cost, adding
significantly to the basic value of an Integrated Control System.
Strategic Alliances
Beloit Corporation
In 1990, Measurex and Beloit Corporation, agreed to expand and strengthen
their 1987 strategic alliance. This cooperative agreement includes provisions
for integrated marketing and sales of all Measurex paper industry products with
Beloit's full line of pulp and paper machinery. Simultaneously executed was a
seven-year "standstill" agreement between Measurex and Harnischfeger Industries,
Inc., Beloit's parent company. Harnischfeger purchased 20 percent of Measurex's
stock on the open market, the maximum allowed under the agreement.
5
Mitsubishi Heavy Industries, Ltd.
In 1988, Measurex and Mitsubishi Heavy Industries, Ltd. (MHI) entered into an
agreement whereby the two companies offered certain products and services to the
pulp and papermaking industry of Asia. In 1991, MHI became a signatory to the
Measurex/Beloit strategic alliance, and a full participant in that agreement.
All Measurex products for the pulp and paper industry are now made available to
MHI on the same basis as they are made to Beloit.
Siemens AG
In June 1993, Siemens AG, pulp and paper division, selected Measurex as its
Original Equipment Manufacturer (OEM) for certain MXOpen products. Siemens will
integrate these products with other Siemens products for their total turnkey
pulp and paper automation projects.
Sales and Service
Measurex offers its systems, related products and services principally
through its own worldwide marketing and service organization. This organization
offers customers a broad range of on-site and on-call services including 24-
hour-a-day, 365-days-a-year service contracts.
To support the Company's product line, Measurex has 47 regional sales
offices and service centers which are located in 30 countries throughout the
world. The Company has sold over 4,000 systems in 45 countries, primarily
located in North America, Latin America, Europe and the Pacific Rim.
The sales and service organization consists of regional and area managers
who are responsible for selling Measurex's products and supervising service at
customer sites. Under their supervision are software control and application
engineers who assist customers in making the most efficient use of their
systems, technical service engineers and supervisory personnel who are
responsible for the installation, start-up and routine preventive maintenance of
the systems, as well as any emergency services that may be required.
Customers may acquire Measurex systems either by direct purchase or through
Measurex lease plans. For additional information, see the Notes to Consolidated
Financial Statements in the Company's 1993 Annual Report to Shareholders.
Research and Product Development
Measurex's systems are the result of the integration of a number of complex
technologies including electronics, physics, mechanical design and software.
Central to the Company's strategic goals is a commitment to research and
development. The Company strongly believes the continued investment in new
product development is key to its long-term success.
Product development costs were $22.9 million in 1993, 9% of total reveneues
and 15% of system revenue. Product development costs were $25.2 million in 1992
and $25.3 million in 1991. Of this total, Measurex capitalized $1.7 million,
$4.6 million, and $2.3 million of software development costs in fiscal 1993,
1992 and 1991, respectively. Measurex amortized $3.4 million, $1.7 million and
$2.8 million of capitalized software to systems costs in 1993, 1992 and 1991,
respectively. The decrease in capitalized software and increase in amortization
in 1993 were attributable to the general release of MXOpen software in late
1992.
6
Backlog
System backlog at November 28, 1993, was $91 million, 4% lower than the
backlog of $95 million at the end of 1992. Approximately 80% of the $91 million
year-end 1993 backlog is scheduled to be shipped during fiscal 1994.
Patents
Measurex follows a policy of filing appropriate patent applications on
inventions it considers significant. As of November 28, 1993, the Company had
121 United States patents and 270 foreign patents in effect. Although important
to the business, Measurex believes that the invalidity or expiration of any
single such patent would not have a material adverse effect on its operations.
Supply of Materials and Purchased Components
Measurex produces most of the software, sensors, scanners, digital logic
circuits, peripheral devices and various terminals used in its systems. Many
components, such as integrated circuits, video monitors, printers, disks, and
microcomputers are purchased from other manufacturers and integrated into the
systems.
Measurex currently purchases certain components from single sources of
supply. In each instance, components performing similar functions are available
from alternative sources, except for radioactive source material which is
available from only two suppliers. Use of these alternative components might
require a change in the design of certain portions of the system which could
result in production delays, additional expenses and contract cancellations
while changing vendors. The Company has contracts with certain vendors which
entitle, but do not require, Measurex to purchase specific quantities of
components.
Manufacturing
Systems are manufactured at Measurex's facilities in Cupertino, California;
Waterford, Republic of Ireland; and Vancouver, British Columbia, Canada.
Measurex Management Systems Division products are configured and tested at
facilities in Cincinnati, Ohio. The facility in Ireland is primarily used to
produce systems for customers in Europe. Web-inspection products are
manufactured by Measurex's Roibox subsidiary in Kuopio, Finland. Certain
subassemblies are manufactured in Cupertino and shipped to Ireland for
incorporation in the final systems. The systems are generally installed at the
customer's site under the supervision of Measurex personnel.
Competition
The market for process measurement and control is highly competitive and is
subject to technological change in both hardware and software development. The
principal competitive factors in this market are product quality and
reliability, product features, customer support, corporate reputation and
relative price/performance. Measurex's competitive strategy is to provide
customers with greater economic results than available from competitors by
focusing on the quality and performance characteristics of systems. However,
any inability of the Company to match or exceed the price/performance or other
features of the systems offered by its competitors could adversely affect future
operating results.
The Company's principal competition is from distributed control systems
suppliers and packaged system suppliers, as well as factory automation system
suppliers. In the supervisory measurement and process control business area,
competition includes ABB Asea Brown Boveri Process Automation Inc.; Lippke, a
wholly owned subsidiary of Honeywell; the Valmet Automation Group, a division of
Valmet Oy; and Yokogawa-YEW in Japan. The distributed control system business
area competition includes Honeywell, Fisher, Foxboro (a subsidiary of Siebe,
Inc.), Siemens, and many other companies. In the web-inspection products area,
the Company faces
7
competition from ABB and other smaller companies. Competition for production
management and process analysis and quality management is very fragmented.
Employees
As of November 28, 1993, Measurex had 2,250 full-time employees, of whom
1,120 were located outside of the United States.
Measurex has various employee benefit plans, including a stock purchase plan
for all United States and Canadian employees, stock option plans for key
employees, a Savings and Deferred Profit Sharing Plan, management incentive
programs, pension plans in certain foreign countries, and health, dental, life
and disability plans.
Nuclear Regulatory Licenses
In the United States, Measurex and its customers are subject to licensing
and regulation by the United States Nuclear Regulatory Commission (NRC) under
the Atomic Energy Act of 1954 (the Act) with respect of those parts of its
products and systems which utilize nuclear radiation. The NRC has transferred a
portion of its licensing and regulatory functions to several state governments,
including California, pursuant to Section 274 of the Act. Measurex holds all
such licenses necessary for its current operations. Licenses are renewed
periodically as required.
Measurex also holds all necessary foreign licenses regarding nuclear
radiation for the applicable countries in which it operates.
United States customers possessing Measurex systems containing radioactive
sources hold the radioactive material under a General or Specific License issued
by their state or federal regulatory authority. Similarly, foreign customers
hold licenses issued by their local authorities for radioactive material in
Measurex systems.
Licenses to Export from the United States
Measurex is subject to licensing and regulation by the United States
Department of Commerce under the Export Administration Act of 1969, as amended
and extended, with respect to Measurex systems or parts thereof, exported from
the United States or by any of its subsidiaries.
Industry Segments
Measurex operates within the computer-integrated control and information
systems industry. All necessary disclosures regarding revenues, earnings from
operations and identifiable assets are included in "Business Segments" under
Notes to Consolidated Financial Statements in the Company's 1993 Annual Report
to Shareholders.
Geographic Segments
For information regarding geographic operations in 1993, 1992, and 1991, see
"Business Segments" included in the Notes to Consolidated Financial Statements
in the Company's 1993 Annual Report to Shareholders.
Measurex is subject to the normal risks of foreign currency fluctuations;
however, to the extent practical, Measurex attempts to minimize the exposure
from losses associated with such risks with foreign exchange contracts and other
hedging activities. See Summary of Significant Accounting Policies (Foreign
Currency Translation and Foreign Exchange Contracts) and Interest Income and
Other in the Notes to the Consolidated Financial Statements in the Company's
1993 Annual Report to Shareholders.
8
ITEM 2. PROPERTIES
Located in Cupertino, California, the Company's headquarters, offices,
research and manufacturing plant total 360,000 square feet. The offices,
research and manufacturing operations of Measurex Management Systems Division
are located in a 43,000 square-foot facility in Cincinnati, Ohio. The U.S.
Sales and Service Headquarters are located in a 32,000 square-foot facility in
Atlanta, Georgia. All of these facilities are owned by the Company. Measurex
leases office space for sales and service operations throughout the United
States and various other countries.
The Measurex Devron Division owns two facilities for its offices, research
and manufacturing operations, totaling 94,000 square feet in Vancouver, British
Columbia, Canada. In Waterford, Ireland, the Company owns a 60,000 square-foot
manufacturing facility and leases 20,000 square feet for manufacturing and
storage facilities.
Roibox Oy leases an 11,000 square-foot facility in Kuopio, Finland for
manufacturing, engineering, and sales support.
During 1993, the Company was productively utilizing the space in its
facilities, while disposing of space determined to be under-utilized. The
Company believes current facilities provide adequate production capacity to meet
the Company's planned business activities.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the Company or any
of its subsidiaries are a party or of which any of their property is the
subject, other than ordinary routine litigation incidental to the business.
Management believes that the final outcome of such matters will not have a
material adverse effect on the Company's consolidated financial position and
results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company has not submitted any matters to a vote of security holders
during the fourth quarter of the fiscal year ended November 28, 1993.
9
EXECUTIVE OFFICERS OF REGISTRANT
The following table shows the executive officers of Measurex Corporation as
of January 28, 1994, (ages are as of November 28, 1993), their positions with
Measurex, their business experience for the last five years, and the number of
years during which they have been executive officers of the Company.
Number of
Years as
Name Age Title and Business Experience Officer
- --------------------------- --- ----------------------------------- --------
David A. Bossen 67 Chairman and Chief Executive
Officer and Director
since December 1993, President and
Chief Executive
Officer and Director 1968 to
December 1993. 25
John C. Gingerich 57 President and Chief Operating
Officer and Director since
December 1993, Executive Vice
President, Worldwide Sales and
Service and President, Measurex
International Corporation December
1992 to December 1993; President,
Americas and Pacific March 1991 to
December 1992 and Executive Vice
President since 1990; Executive
Vice President-U.S. Operations
1989 to 1990; Executive Vice
President-Operations 1987
to 1989; Executive Vice President
1982 to 1987; Senior Vice
President-U.S. Sales and Service
1981 to 1982; Vice President-Sales
and Service 1980 to 1981. 13
Glenn R. Wienkoop 46 Executive Vice President,
Engineering and Mar-
keting since March 1991;
President-Measurex
Automation Systems 1985 to 1991;
Vice Presiden U.S. Sales and
Service 1982 to 1984, Vice
President, Pulp, Paper and
Industrial Systems 1980 to 1982. 13
Robert McAdams, Jr. 54 Senior Vice President, Operations
and Information Services
since December 1992; Senior Vice
President-Finance and
Administration and Chief Financial
Officer 1985 to December 1992;
Senior Vice President,
Finance 1983 to 1985. 10
Carl A. Thomsen 48 Senior Vice President and Chief
Financial Officer since December
1993, Vice President, Finance
and Chief Financial Officer
December 1992 to December
1993; Vice President, Finance
October 1991 to December 1992;
Vice President and Corporate
Controller 1986 to 1991; Corporate
Controller 1983 to 1986. 10
10
Number of
Years as
Name Age Title and Business Experience Officer
- --------------------------- --- ----------------------------------- ---------
Lance M. Lissner 43 Vice President, Corporate Planning
and Development since March 1991;
Vice President, Engineering and
Marketing,Industry Groups 1989 to
1991; Vice President and General
Manager, Pacific Division 1981
to 1989. 4
Robert W. Hirt 50 Treasurer since October, 1990;
Assistant Corporate Controller,
Taxes 1988 to 1990; Director of
Taxes 1985 to 1988. 3
Charles Van Orden 39 General Counsel and Secretary
since 1988. 5
Officers are elected annually but may be removed at any time at the
discretion of the Board of Directors. There are no family relationships among
any of the above officers.
11
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
MATTERS
The information under the heading "Market for the Registrant's Common Stock
and Related Security Holder Matters," which appears on page 31 of Registrant's
1993 Annual Report to Shareholders, is incorporated by reference in this Form
10-K Annual Report.
The Company paid quarterly dividends of $0.11 per quarter in 1993 and 1992.
While the Company intends to pay regular quarterly dividends, the payment of any
future dividends is within the discretion of the Board of Directors of the
Company.
ITEM 6. SELECTED FINANCIAL DATA
The information under the heading "Selected Financial Data," which appears
on page 32 of Registrant's 1993 Annual Report to Shareholders, is incorporated
by reference in this Form 10-K Annual Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information under the heading "Management's Discussion and Analysis of
Financial Condition and Results of Operations," which appears on pages 15 to 17
of Registrant's 1993 Annual Report to Shareholders, is incorporated by reference
in this Form 10-K Annual Report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information under the heading "Financial Statements and Supplementary
Data," which appears on pages 18 to 31 of Registrant's 1993 Annual Report to
Shareholders, is incorporated by reference in this Form 10-K Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
12
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning the directors of the Company appears in Registrant's
definitive Proxy Statement for the annual meeting of shareholders to be held
April 19, 1994, under the caption "Election of Directors" and is incorporated
herein by reference. Information concerning the executive officers of the
Company appears at the end of Part I, pages 10 and 11, of this Form 10-K Annual
Report.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference to Registrant's definitive Proxy Statement for its
annual meeting of shareholders to be held April 19, 1994.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated by reference to Registrant's definitive Proxy Statement for its
annual meeting of shareholders to be held April 19, 1994.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated by reference to Registrant's definitive Proxy Statement for its
annual meeting of shareholders to be held April 19, 1994.
13
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a.) 1. The consolidated financial statements of Measurex Corporation
included herein are set forth in the Index to Financial
Statements and Schedules submitted as a separate section of this
Report.
2. The Financial Statement Schedules are contained in the
accompanying Index to Financial Statements and Schedules
submitted as a separate section of this Report.
3. Exhibits
See Index to Exhibits, page 20 and 21
(b.) Reports on Form 8-K.
No report on Form 8-K was filed in the fourth quarter of fiscal
year 1993 and through the date of this filing.
14
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.
MEASUREX CORPORATION
(Registrant)
Date February 24, 1994 By /S/ DAVID A. BOSSEN
------------------- ---------------------------
David A. Bossen
Chairman
Know all persons by these presents, that each person whose signature
appears below constitutes and appoints David A. Bossen and Carl A. Thomsen
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Report on Form 10-K, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
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.
Signature Title Date
--------- ----- ----
/S/ DAVID A. BOSSEN Chairman, Chief Executive February 24, 1994
- --------------------------- Officer and Director
(David A. Bossen) (Principal Executive Officer)
/S/ JOHN C. GINGERICH President, Chief Operating February 24, 1994
- --------------------------- Officer and Director
(John C. Gingerich)
/S/ CARL A. THOMSEN Senior Vice President February 24, 1994
- --------------------------- (Principal Financial and
(Carl A. Thomsen) Accounting Officer)
Director February 24, 1994
- ---------------------------
(Paul Bancroft, III)
/S/ DWIGHT C. BAUM Director February 24, 1994
- ---------------------------
(Dwight C. Baum)
/S/ JEFFERY T. GRADE Director February 24, 1994
- ---------------------------
(Jeffery T. Grade)
/S/ ORION L. HOCH Director February 24, 1994
- ---------------------------
(Orion L. Hoch)
/S/ JOHN W. LARSON Director February 24, 1994
- ---------------------------
(John W. Larson)
/S/ J.W. MCKITTRICK Director February 24, 1994
- ---------------------------
(J.W. McKittrick)
/S/ GRAHAM TYSON Director February 24, 1994
- ---------------------------
(Graham Tyson)
15
MEASUREX CORPORATION
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
Fiscal Year 1993
------------------
Form 10-K
Page
----
(1) Consolidated Financial Statements
Management's Discussion and Analysis of
Financial Condition and Results of Operations 64-66
Consolidated Statements of Income
Three years ended November 28, 1993 67
Consolidated Balance Sheets
November 28, 1993 and November 29, 1992 68
Consolidated Statements of Shareholders' Equity
Three years ended November 28, 1993 69
Consolidated Statements of Cash Flows
Three years ended November 28, 1993 70
Notes to Consolidated Financial Statements 71-80
Report of Independent Accountants 81
Supplemental Financial Data 82
Selected Financial Data 83
With the exception of the aforementioned information, the 1993 Annual
Report to Shareholders is not to be deemed filed as part of this report unless
otherwise noted.
Form 10-K
Page
----
(2) Financial Statement Schedules for fiscal years
1993, 1992 and 1991
Report of Independent Accountants on Financial
Statement Schedules 17
VIII Valuation and Qualifying Accounts 18
X Supplementary Income Statement Information 19
Other schedules have not been filed because the conditions requiring the
filing do not exist or the required information is given in the financial
statements or notes thereto.
16
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders
Measurex Corporation
Our report on the consolidated financial statements of Measurex Corporation and
Subsidiaries as of November 28, 1993 and November 29, 1992 and for each of the
three fiscal years in the period ended November 28, 1993, has been incorporated
by reference in this Form 10-K from page 30 of Measurex Corporation's 1993
Annual Report to Shareholders. In connection with our audits of such financial
statements, we have also audited the related financial statement schedules
listed in the index on page 16 of this Form 10-K.
In our opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly in all material respects the information required to be included
therein.
/S/ COOPERS & LYBRAND
-------------------------
COOPERS & LYBRAND
San Jose, California
December 15, 1993
17
SCHEDULE VIII
MEASUREX CORPORATION
VALUATION AND QUALIFYING ACCOUNTS (1)
Fiscal years 1993, 1992 and 1991
(Amounts in thousands)
Balance Additions
at Charged Write-offs Balance
Beginning to and at End
Description of Year Expenses Deductions(2) Other of Year
----------- --------- --------- ---------- ----- -------
1993
- --------------------
Allowance for
noncollection
and system returns $7,250 $2,051 $(2,154)(3) - $7,147 (6)
====== ====== ======= =========
Inventory reserves $6,999 $3,473 $(1,576)(4) $ 8,896
====== ====== ======= =========
1992
- --------------------
Allowance for
noncollection
and system returns $4,952 $4,649 $(2,351)(3) - $7,250 (6)
====== ====== ======= =========
Inventory reserves $6,795 $2,954 $(2,750)(4) $ 6,999
====== ====== ======= =========
1991
- --------------------
Allowance for
noncollection
and system returns $5,002 $1,882 $(1,932)(3) - $4,952 (6)
====== ====== ======= =========
Inventory reserves $4,680 $2,001 $(1,748)(4) $1,862(5) $ 6,795
====== ====== ======= ======== =========
Notes:
(1) See the Notes to Consolidated Financial Statements.
(2) Represents write-offs and deductions, net of recoveries.
(3) Deductions for returns of systems or parts of systems and for write-off of
noncollectible amounts.
(4) Deductions for write-offs of obsolete and scrapped parts and translation
adjustments.
(5) Represents the reclassification of reserves from non-current to current
inventories.
(6) Includes allowance on contracts receivable.
18
SCHEDULE X
MEASUREX CORPORATION
SUPPLEMENTARY INCOME STATEMENT INFORMATION
Fiscal Years 1993, 1992, and 1991
(Amounts in thousands)
1993 1992 1991
------- ------- -------
Charged to costs and expenses: (2)
Maintenance and repairs $2,379 $2,454 $2,607
====== ====== ======
Amortization of intangible assets (1) $4,380 $3,267 $3,487
====== ====== ======
Notes:
(1) Intangible assets include goodwill, patents and capitalized software.
(2) Items omitted are less than 1% of net sales.
19
MEASUREX CORPORATION
INDEX TO EXHIBITS
Fiscal Year 1993
Exhibits
- --------
3.1 Certificate of Incorporation of Registrant, (incorporated by reference
from Exhibit 3.1 on page 30 of Report on Form 10-K for the fiscal Year
ended November 29, 1987).
3.2 Bylaws of Registrant, restated and amended as of December 14, 1993. 22-44
4.1 Copy of Registrant's Rights Agreement dated as of December 14, 1988, as
amended by Amendment No. 1 thereto dated May 30, 1990, (incorporated by
reference from Exhibit 4.1 on page 47 of Report on Form 10-K for the
fiscal year ended December 2, 1990).
10.1 Copy of Registrant's Employee's Stock Option Plan (1981) (incorporated by
reference from Exhibit 28.1 to Post Effective Amendment No. 2 to
Registration Statement No. 33-22589, filed with the SEC on June 25, 1990).
10.2 Copy of Registrant's Employee's Stock Option Plan (1993) (incorporated by
reference from Form S-8 Registration Statement No. 33-65762 filed with the
SEC on July 8, 1993).
10.3 Copy of Registrant's Management Incentive Plan. (incorporated by reference
from Exhibit 10.8 on page 24 of Report on Form 10-K for the fiscal year
ended November 30, 1986).
10.4 Copy of Registrant's Employee Stock Purchase Plan, as amended
(incorporated by reference from Exhibit 28.1 to Post Effective Amendment
No. 4 to Registration Statement No. 2-67736 filed with the SEC on May 3,
1990).
10.5 Copy of Registrant's Affiliation Agreement dated as of May 30, 1990,
between Measurex Corporation and Harnischfeger Industries, Inc.
(incorporated by reference from Exhibit 4.1 to Form 8K filed with the SEC
on June 12, 1990).
10.6 Copy of Registrant's Joint Marketing, Sales and Development Agreement
dated May 30, 1990 between Measurex Corporation and Beloit Corporation
(incorporated by reference from Exhibit 10.1 to Form 8K filed with the SEC
on June 12, 1990).
10.7 Copy of Registrant's Joint Marketing, Sales and Development Agreement
dated February 12, 1991 between Measurex Corporation and Enertec,
(incorporated by reference from Exhibit 10.8 on page 33 of Report on Form
10-K for the fiscal year ended December 1, 1991).
10.8 Copy of Registrant's Joint Marketing, Sales and Development Agreement
dated February 28, 1991 between Measurex Corporation and Mitsubishi Heavy
Industries, Ltd., (incorporated by reference from Exhibit 10.9 on page 34
of Report on Form 10-K for the fiscal year ended December 1, 1991).
10.9 Copy of Term Loan Agreement dated as of May 21, 1993, between Measurex
Corporation and the Bank of New York (incorporated by reference from
Exhibit 10 on Form 10-Q for the period ended May 30, 1993).
20
MEASUREX CORPORATION
INDEX TO EXHIBITS
Fiscal Year 1993
10.10 Copy of Registrant's Stock Option Agreement (Special
Acceleration Grant) dated as of December 14, 1993. 45-62
11.0 Computation of Net Income per Share of Common Stock of
the Registrant. 63
13.0 Registrant's Annual Report to Shareholders. (In accordance
with item 601(B)(13) of Regulation S-K, such Annual Report
is not filed as part of this Form 10-K, except to the
extent incorporated by reference). 64-83
21.0 Subsidiaries of Registrant. 84-85
23.0 Consent of Independent Accountants. 86
24.0 Power of Attorney (included on page 15).
Other exhibits have not been filed because conditions requiring the filing do
not exist.
21