FORM 10-K/A/2 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE --- ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1994 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES --- EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from ______________to_______________ Commission File No. 0-13715 VITRONICS CORPORATION -------------------------------------------------------- (Exact name of registrant as specified in its charter) COMMONWEALTH OF MASSACHUSETTS 04-2726873 --------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1 FORBES ROAD, NEWMARKET, NH 03857 ------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (603)659-6550 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered ------------------- --------------------- Common Stock, $.01 par value American Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None -------------- (Title of Class) 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 Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ----- ----- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The aggregate market value of the voting stock held by non-affiliates of the registrant as of March 9, 1995, was $10,856,702.00 Number of shares outstanding of the registrant's Common Stock, $.01 par value as of March 9, 1995: 7,552,488 shares. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Company's definitive proxy statement for the 1995 Annual Meeting of Shareholders are incorporated by reference into Part III. EXHIBIT INDEX PAGE NO. ------------- -------- 10.29 Loan Agreement between the Company and NEGF dated January 13, 1994 (16) 10.30 Security Agreement between the Company and NEGF dated January 13, 1994 (16) 10.31 Underwriters Common Stock Purchase Warrant issued to Barclay Investments Inc. dated December 15, 1992 (16) 10.32 Common Stock Purchase Warrant for 125,000 Shares issued to Barclay Investments Inc. dated October 1, 1993 (16) 11.1 Calculation of Net Income Per Common Share 31 16 Letter from Deloitte & Touche regarding change of Accountant (13) 21.1 Subsidiaries of the registrant 32 23.1 Consent of Coopers & Lybrand, LLP 99.1 Directors and Officers Liability Policy and Company reimbursement (4) 99.2 Complaint regarding Conceptronic Patent Litigation (14) 99.3 Conceptronic's response to the Complaint (14) 99.4 Conceptronic's Counterclaim (14) 99.5 Vitronics' response to Conceptronic's Counterclaim (14) 99.6 Order of the United States District Court concerning Conceptronic Patent Litigation (11) 99.7 Correspondence concerning the Vitronics Europe Limited lease (11) 99.8 Conceptronic's Counterclaim Summary Judgment (16) (1) Articles of Amendment filed on August 17, 1987 are hereby incorporated by reference from Exhibits to Annual Report on Form 10-K (File No. 0-13715) filed by the Company with the Securities and Exchange Commission on March 31, 1988. The balance of Exhibit 3.1 is hereby incorporated by reference from Exhibits to Amendment No. 1 to Form S-18 Registration Statement (File No. 2-90042) filed by the Company with the Securities and Exchange Commission on August 1, 1984. (2) Exhibits 4.1 and 10.4 are hereby incorporated by reference from Exhibits to Annual Report on Form 10-K (File No.2-90042) filed by the Company with the Securities and Exchange Commission on April 1, 1985. (3) Exhibits 10.1, 10.2 and 10.3 are hereby incorporated by reference from Exhibits to Form S-18 Registration Statement (File No. 2-90042) filed by the Company with the Securities and Exchange Commission on March 20, 1984. (4) Exhibit 99.1 is hereby incorporated by reference from Exhibits to Post- Effective Amendment No. 1 to Form S-18 Registration Statement (File No. 2- 90042) filed by the Company with the Securities and Exchange Commission on May 10, 1985. (5) Exhibits 10.5, 10.6, 10.7, 10.8 and 10.9 are hereby incorporated by reference from Exhibits to Annual Report on Form 10-K (File No. 0-13715) filed by the Company with Securities and Exchange Commission on March 31, 1988. (6) Exhibit 10.10 is hereby incorporated by reference from exhibits to Annual Report on Form 10-K (File No. 0-13715) filed by the Company with the Securities and Exchange Commission on March 24, 1989. 13 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. (Registrant) VITRONICS CORPORATIO --------------------------------------- By: /s/ JAMES J. MANFIELD, JR. Date: August 7, 1995 ------------------------------ James J. Manfield, Jr., Chairman of the Board and Chief Executive Officer By: /s/ RONALD W. LAWLER Date: August 7, 1995 ------------------------- Ronald W. Lawler, President and Chief Operating Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/JAMES J. MANFIELD, JR. Date: August 7, 1995 ----------------------------- James J. Manfield, Jr., Chairman of the Board, Chief Executive Officer, Chief Financial Officer and Treasurer By: /s/DANIEL J. SULLIVAN Date: August 7, 1995 ----------------------------- Daniel J. Sullivan Corporate Controller and Principal Accounting Officer BOARD OF DIRECTORS ------------------ /s/ JAMES J. MANFIELD,JR. Date: August 7, 1995 ------------------------------ James J. Manfield, Jr. /s/ RONALD W. LAWLER Date: August 7, 1995 ------------------------------ Ronald W. Lawler /s/ DR. ALLEN H. KEOUGH Date: August 7, 1995 ------------------------------ Dr. Allen H. Keough /s/ DAVID R.A. STEADMAN Date: August 7, 1995 ------------------------------- David R.A. Steadman /s/ ROBERT J. HANKS Date: August 7, 1995 ------------------------------- Robert J. Hanks /s/ JOHN F. ROUSSEAU, JR. Date: August 7, 1995 ------------------------------- John F. Rousseau, Jr. 15