SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED,
EFFECTIVE OCTOBER 7, 1996]
For the fiscal year ended March 31, 1997
[ ] 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. 0-21726
INTERNATIONAL IMAGING MATERIALS, INC.
-------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-3179629
-------- ----------
(State or Other Jurisdiction) (I.R.S. Employer
of Incorporation or Organization Identification No.)
310 Commerce Drive, Amherst, New York 14228
-------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(716) 691-6333
--------------
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.01 PER SHARE
--------------------------------------
(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 Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days
YES X NO
---------------- -------------------
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulations S-K is not contained herein, and will not be contained, to the
best of the 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]
As of May 30, 1997, the aggregate market value of the registrant's Common Stock
held by non-affiliates was $127,948,660. the closing price of the Common Stock
on May 30, 1997 as reported on the Nasdaq National Market, was $17.50.
At May 30, 1997, 8,150,812 shares of common stock of the Registrant were
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Certain sections of the registrant's Annual Report to Stockholders for the
fiscal year ended March 31, 1997 (The "Annual Report") are incorporated by
reference into Part II of this report. Certain sections of the registrant's
Proxy Statement for the 1997 Annual Meeting of Stockholders are incorporated by
reference into Part III of this report.
PART I
ITEM 1. BUSINESS
THE COMPANY
International Imaging Materials, Inc. (the "Company") is the largest
manufacturer in North America of thermal transfer ribbons for numerous diverse
applications. These thermal transfer ribbons are used in bar code printers to
print single-color and full-color tags and labels for use in manufacturing and
factory automation systems, shipping and distribution systems, retail price tag
and variable data applications and medical applications. Other thermal transfer
ribbons produced by the Company are used in full-color printers to print high
quality color graphics for business presentations, engineering and scientific
drawings, graphic arts prepress layouts, proofs and comps, signage and other
full color imaging applications. The Company also manufactures MICR ribbons for
thermal transfer proof encoders used to encode checks for processing through
the United States banking system, as well as ribbons used in plain-paper thermal
transfer facsimile machines.
The Company has been manufacturing thermal transfer ribbons since 1984
under a license agreement with Fujicopian Co., Ltd. of Osaka, Japan, a
recognized leader in thermal transfer ribbon technology. Under the license
agreement, the Company has the exclusive right (with certain exceptions) to
manufacture in North America color thermal transfer ribbons covered by
Fujicopian Co. Ltd.'s patents. As a result of the Company's operating
experience and long-standing relationship with Fujicopian Co., Ltd., the Company
has been able to develop significant proprietary product and manufacturing know-
how relating to thermal transfer ribbons.
Originally incorporated in New York in 1983, the Company was reorganized
as a Delaware corporation in 1985.
The principal executive offices of the Company are located at 310
Commerce Drive, Amherst, New York 14228 and its telephone number is (716) 691-
6333.
PRODUCTS
The Company's thermal transfer ribbons are an essential consumable in the
thermal transfer printing process. In such a printing process, the image to be
printed is transferred from the printer to the receptor material (generally
paper, overhead transparency film or tag or label stock) through the application
of an electronically heated printhead to a thermal transfer ribbon which
releases ink onto the receptor. A basic thermal transfer ribbon is comprised of
an ink coating on a film substrate. Single-color thermal transfer ribbons,
typically used in bar code applications, are manufactured by coating the film
substrate with a wax or resin-based ink coating containing black or other
monochromatic pigments. Color images were traditionally printed with other
ribbons containing multiple sets of three separate panels, with each panel
containing one of the three primary subtractive colors: yellow, magenta and
cyan. As a variation of this principle, some recently developed high-speed
color printers use separate yellow, magenta, cyan and black ribbons, which the
Company also manufactures. By overlaying various combinations of the
subtractive colors (e.g., cyan over yellow to create green) with different
intensities and dot placements, a process color image is created. The film
substrate is also backcoated with various resin-based coatings which are
designed to prevent distortion of the ribbon during the printing process,
minimize static electricity and reduce abrasion of the thermal transfer
printhead. The end-user applications for the Company's ribbons can be grouped
into three fundamental categories: bar code, color and other.
Bar Code Ribbons
The Company's bar code thermal transfer ribbons include a wide range of
products designed to maximize bar code thermal transfer printer performance for
specific applications. Bar code thermal transfer ribbons are produced to
printer manufacturer (OEM) and end-user specifications based on variables such
as printer speed, electronic printhead design, heat management characteristics
and printing pressure. The Company manufactures bar code thermal transfer
ribbons which are designed to meet these specifications and to comply with
industry bar code printing standards.
The installed base of bar code printers has grown as "on-demand" printing
of human and machine readable information has become more widely accepted for
its efficiency and cost effectiveness in the retail, industrial, shipping and
distribution, and medical sectors. A major factor in this growth has been the
rise in the use of automatic identification and data collection systems in a
variety of manufacturing, business and industrial applications, the most
prevalent of which are on-demand printing systems. On-demand bar code printing
systems permit users to print labels on-site that provide various types of
information. For example, in the case of manufacturers, products may be labeled
to provide information such as the date of manufacture, special serial, lot or
purchase order numbers, accurate weights and measures, expiration dates and
other similar information. Bar codes incorporating such information can be
printed on a label which is affixed to the product at the time of production,
even in high speed production line applications. In such bar code labeling
systems, data is stored in a printed, computer-legible format (i.e., a bar code)
which can be read with scanning devices, allowing the collection of the data
contained in the bar code by a host computer. Such data may be used by the
manufacturers, distributors and ultimate users of products who require bar code
images that provide a very low failure rate for unscannable tags or labels.
The Company expects that future growth in sales of bar code thermal
transfer ribbons will result from an increase in the use of thermal transfer, as
opposed to other printing technologies, a decrease in the cost of installing bar
code systems, making them more affordable for end-users, and an increase in the
use of mandated bar code standards in various industrial and retail
applications. These standards are established by industry trade organizations
for use by vendors doing business in a particular industry. Such standards have
been adopted for use in the automotive, apparel, defense procurement, grocery,
health care, retail and retail transportation, distribution, chemical and
telecommunications industries. Another factor driving the increased use of bar
coding is retail chain stores use of "compliance" shipping labels which are
required for acceptance of deliveries. National retail chains such as K-Mart,
Sears, J.C. Penney and Walmart have developed bar code label formats which must
be used by vendors. Failure by vendors to do so may result in penalties or
charge-backs. The Company expects this trend to continue and to spread to other
industries.
Although a number of different non-impact printing technologies may be
used for bar code printing, the Company believes that thermal transfer printing
is ideal for many bar code printing applications, particularly in harsh
environments. Numerous retail, industrial, medical, food product, financial and
other applications require dark, well-defined lines which are important for
readily scannable bar codes as well as durable, high quality scratch and smudge
resistant printed images. Thermal transfer printing meets these requirements
and offers the ability to print on a variety of materials with very good
reliability.
Color Ribbons
The Company is the sole North American manufacturer of process color
thermal transfer ribbons comprised of separate panels of yellow, magenta, cyan
and black on the same ribbon. Although color thermal transfer desktop printers
imported into North America by OEMs based outside of North America initially use
color thermal transfer ribbons produced by Fujicopian Co., Ltd., the Company's
experience has been that most such OEMs eventually purchase compatible color
thermal transfer ribbons from the Company to avoid the foreign exchange risk,
longer lead times, additional shipping and distribution expenses and tariffs
associated with imports of thermal transfer ribbons into the United States.
The major applications for color desktop printers are business graphics
and presentations, scientific and engineering drawings, medical imaging, graphic
arts design, electronic publishing, and signage. Graphs and charts developed
using currently available software can be either printed onto paper for
inclusion in reports, presentations and other documents, or printed onto
transparencies for use with overhead projectors. Substantial amounts of
statistical, financial and other information can be summarized in easily
readable and understandable color charts and graphs for business
presentations. Engineering and scientific applications enable users to create
more easily understandable color renderings of complex designs, drawings and
images. In the graphic arts and electronic publishing industries, color
printers are used to produce color advertising proofs, test designs for
packaging, color layouts and computer-generated artistic renderings.
Color thermal transfer ribbons are produced to printer OEM specifications
based on variables such as printer speed, electronic printhead design, heat
management characteristics and printing pressure. Film substrate
characteristics and backcoat formulations may be adjusted to maximize the
suitability of the ribbon for a particular application. Because of the highly
specialized characteristics of color thermal transfer ribbons, such ribbons are
not interchangeable among different desktop printers. Thus, the Company
manufactures one or more different ribbons for each color printer model
manufactured by each OEM customer. The Company typically sells color thermal
transfer ribbons only to the printer manufacturer thereby giving each OEM a
proprietary ribbon to sell in the aftermarket.
The use of separate process color ribbons, and other recent advancements in
thermal transfer printers, have increased color printing speeds by a factor of
ten, compared to printers using a single ribbon composed of separate panels of
yellow, magenta and cyan. In addition, the Company has developed a new family
of Duracoat(TM) ribbons to address new market opportunities. Duracoat(TM) 100
general purpose color ribbons are ideal for use in printing novelty items, such
as T-shirt transfers. Duracoat(TM) 200 ribbons have higher durability and print
quality, and are used primarily for printing color tags and labels, and for
printing variable data on flexible packages, such as date or lot codes on snack
foods. Duracoat(TM) 300 ribbons combine ultra-violet resistance and durability
with the ability to print on a variety of vinyl substrates, making this ribbon
ideal for use in printing outdoor signage. The Company sells its Duracoat(TM)
color ribbons through both the aftermarket channel and directly to OEMs.
Other Products
In addition to bar code and color thermal transfer ribbons, the Company
manufactures other types of thermal transfer ribbons, primarily MICR and plain-
paper facsimile ribbons. MICR ribbons are used to encode checks for processing
through the United States banking system. Under the license agreement with
Fujicopian Co., Ltd., the Company has the right to manufacture MICR ribbons
protected by Fujicopian's patents and to use certain proprietary technology to
manufacture such ribbons. Also included in other products are ribbons which are
used in plain-paper thermal transfer facsimile machines due to the reliability,
high quality and permanence of thermal transfer printing.
SALES, MARKETING AND SUPPORT
The Company sells its thermal transfer ribbons principally to printer
OEMs which in turn sell ribbons under their own brand names to end-users, either
directly or through distributors and value-added resellers. The Company
markets, sells and provides support for its thermal transfer ribbons in North
America through its own sales and marketing staff principally based at its
Amherst, New York headquarters. Since thermal transfer ribbon formulations and
performance are significantly influenced by printer design, the Company's joint
product development efforts with printer OEMs have been important to the
Company's success. By selling primarily to printer OEMs, the Company has
minimized its need for a large sales support staff.
The Company also markets its bar code thermal transfer ribbons through a
number of alternate distribution channels in situations where the Company
believes that such marketing will not adversely affect sales of the Company's
products to printer OEM customers. Such alternate distribution channels include
master distributors, value-added resellers and large dealers. Value-added
resellers include bar code system integrators, bar code printer resellers,
computer supplies resellers and label converters. Dealers include label
manufacturers, printer resellers and business forms dealers. As the market for
bar code thermal transfer ribbons increasingly matures, end-users are expected
to purchase their ribbon requirements at lower cost through these highly-
competitive alternate distribution channels.
In September 1995, the Company acquired the thermal transfer supplies
business from one of its OEM customers, QMS, Inc., and began selling ribbons and
other thermal transfer supplies under the QMS brand name directly to
distributors, dealers and end-users. As a result of this acquisition, the
Company expanded its product offerings to include non-ribbon thermal transfer
supplies and created a telemarketing capability to serve small distributors,
dealers and end-user customers.
The Company employs a total of 49 people in its sales and marketing
organization, including executives, managers and a customer service and support
staff. Because the Company sells its thermal transfer ribbons primarily to
large OEM customers, the Company achieves what it considers to be high sales
productivity per sales executive.
CUSTOMERS
The Company's basic channel of distribution for its thermal transfer
ribbons is the printer manufacturer or OEM who in turn sell to thousands of
other distributors and end-users of the ribbons. In addition, the Company sells
its bar code thermal transfer ribbons to master distributors, value-added
resellers and large dealers. The Company also began to sell QMS thermal
transfer supplies to dealers, distributors and end-users following the
acquisition of this business during fiscal 1996.
BACKLOG
The Company's backlog at March 31, 1997 was $4.3 million, up $114,000
from $4.2 million on March 31, 1996.
MANUFACTURING
The Company manufactures inks from pigments, waxes, resins and solvents,
and then coats them onto large rolls of ultra-thin polyester film substrate.
These coated "jumbo rolls" are then converted into finished ribbons by slitting
and winding them onto cardboard or plastic cores before packaging and boxing.
The manufacturing process operates 24 hours each day, seven days per week
throughout the year, using four shifts of manufacturing employees. A typical
manufacturing employee works 12 hours each day for four days, followed by four
days off, then three days on and finally three days off. All manufacturing is
performed at the Company's facilities located in Amherst, New York. The
manufacturing function is supported by a plant and industrial engineering
department which has implemented a detailed preventative maintenance program for
the Company's manufacturing equipment. The Company's quality assurance
department oversees required testing and audits both manufacturing processes and
products. The production planning and control department utilizes a
manufacturing resource planning system to plan and control material usage and
shop schedules to satisfy customer orders.
RAW MATERIALS
The principal raw materials required by the Company are polyester film,
pigments and coating solvents. Key supplies are generally purchased pursuant to
contracts covering up to one year. Multiple sources exist for all raw
materials.
RESEARCH AND PRODUCT DEVELOPMENT
The thermal transfer ribbon industry involves sophisticated technological
and manufacturing processes. Historically, the Company's advanced technology
had largely been provided by Fujicopian which invented, and is a leader in,
thermal transfer printing technology. More recently, the Company significantly
strengthened its own internal research and development staff and now employs 30
people dedicated to research and development.
The Company works closely with Fujicopian and Armor, Fujicopian's
European licensee, in the research and development of new products and
manufacturing processes. The Company, Fujicopian and Armor conduct research and
development strategy meetings to coordinate their efforts four times each year.
During these meetings, each company presents its most recent research and
development activities before selecting those programs to
further develop independently. In this manner, each company is able to benefit
from three separate research and development programs. The Company believes that
this combined research and development provides the Company, Fujicopian and
Armor with greater thermal transfer ribbon technology and research and
development resources than many of their competitors.
At times, the Company has retained selected universities to supplement
its internal research and development efforts and to provide technical expertise
with respect to a variety of research and development efforts.
The Company's research and development expenses were $2.2 million, $3.1
million and $3.6 million during fiscal years 1995, 1996 and 1997, respectively.
In view of the ongoing technological and proprietary developments which
Fujicopian shares with the Company pursuant to the license agreement, the
Company views its royalty payments under the license agreement (which amounted
to $2.7 million during fiscal 1997) as an expense that, in part, yields an
additional form of research and development benefit.
LICENSE AND PATENTS
The Company's license agreement with Fujicopian extends until 2008.
Under the license agreement, Fujicopian has granted to the Company an exclusive
license (with certain exceptions) to manufacture specified products in North
America, including thermal transfer ribbons and improvements to such products
developed by Fujicopian and the Company, and a non-exclusive right to sell and
distribute such products in all countries other than those in Europe and Asia,
using the technology and processes covered by the patents obtained and patent
applications made and to be made by Fujicopian relating to such products and
their manufacture. In exchange for such rights, the Company has agreed to pay
annual royalties on sales of essentially all thermal transfer ribbons.
The Company believes that the two most important patents which it has the
right to use under the license agreement are U.S. Patent No. 4,503,095 and U.S.
Patent No. 4,572,684, both of which expire in 2003. Such patents relate to
certain color thermal transfer ribbons and their use. The Company believes that
these patents have discouraged competitors from manufacturing certain color
thermal transfer ribbons in the United States.
COMPETITION
Competition in the desktop color thermal transfer ribbon market has been
limited as a result of Fujicopian's patents and the Company's right to use these
patents under the license agreement. As a result of the exclusivity provided
by the license agreement, the Company believes that its principal competition
for sales of color thermal transfer ribbons to printer OEMs comes from competing
technologies, such as ink jet and laser.
In contrast, the bar code thermal transfer ribbon market is highly
competitive as a number of manufacturers compete for market share. Unlike the
color thermal transfer ribbon market, the Company does not enjoy the benefit of
any patent protection with respect to the proprietary technology it utilizes
(other than in the manufacture of MICR ribbons). Sony Chemical, Dai Nippon
Printing and Ricoh Electronics are all Japan-based companies that compete in
North America. Competition from Japanese competitors has, to some extent, been
limited by the foreign exchange risk, longer lead times, additional
transportation and distribution expenses and tariffs associated with imports
into the United States. However, certain of the Company's Japan-based
competitors have either announced their intentions or have begun to manufacture
all or part of their thermal transfer products in the United States to reduce
their manufacturing costs. North American-based companies which compete in the
bar code thermal transfer ribbon market include Chemicraft and NCR Corporation.
REGULATORY MATTERS
The Company is subject to various federal, state and local environmental
laws and regulations limiting or related to the use, emission, discharge,
storage, treatment, handling and disposal of hazardous substances, particularly
the federal Water Pollution Control Act, the Clean Air Act of 1970 (as amended
in 1990), the Resource Conservation and Recovery Act (including amendments
relating to underground tanks) and the special "Superfund" program.
The Company has made significant investments in safety and environmental
equipment, including solvent tank storage and thermal oxidizer systems, which
have reduced solvent emissions by more than 95%. This emission amount, as
reduced, is well within the current emission control standards and permit
requirements as established by the New York Department of Environmental
Conservation and the federal Environmental Protection Agency.
The Company is also subject to federal, state and local laws and
regulations relating to workplace safety and worker health, including those
promulgated under the Occupational Safety and Health Act ("OSHA"). The Company
believes that it currently is in compliance in all material respects with
existing OSHA laws and regulations.
EMPLOYEES
As of March 31, 1997, the Company had 690 employees, of whom 47 were
engaged in sales, 27 in research and development, 41 in finance and
administration, 156 in manufacturing support, 363 in manufacturing operations
and 56 in various part-time and temporary capacities.
None of the Company's employees are represented by a collective
bargaining organization and the Company considers its relationships with its
employees to be good.
CAUTIONARY STATEMENT PURSUANT TO "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
Except for historical information, this report, the Company's quarterly
reports to the Securities and Exchange Commission on Form 10-Q and periodic
press releases, as well as other public documents and statements, contain
"forward-looking statements" within the meaning of the federal securities laws.
Forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ materially from those expressed or implied by the
statements, including, among others:
. Significant price reductions or improvements in competing imaging
technologies.
. The rate of growth of the installed base of thermal transfer printers
and the timing of orders.
. Dependence on a small number of large OEM customers.
. Competitive product offerings and pricing actions.
. The availability and pricing of key raw materials, in particular
polyester film and ink-making materials.
. Productivity improvements in manufacturing.
. Dependence on key members of management.
Readers are cautioned not to place undue reliance on forward-looking
statements. The Company undertakes no obligation to republish revised forward-
looking statements to reflect events or circumstances after the date hereof or
to reflect the occurrences of unanticipated events.
ITEM 2. PROPERTIES
The Company's main facility is located in Amherst, New York, a suburb of
Buffalo, and contains office space, two manufacturing plants and two warehouses
totaling approximately 300,000 square feet. The Company's principal
manufacturing equipment consists of ink-making machines, coating machines,
backcoating machines, slitting machines and ribbon-packaging machines. The
Company's equipment is subject to a detailed preventative maintenance program
and is believed to be in generally good working order.
ITEM 3. LEGAL PROCEEDINGS
The Company is not presently involved in any legal proceedings which, if
determined adversely to the Company, would have a material adverse effect on the
Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of fiscal 1997.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Incorporated by reference from the Annual Report, page 28, under the
caption "Common Stock Information."
ITEM 6. SELECTED FINANCIAL DATA
The following selected financial data as of March 31, 1996 and 1997 and
for the years ended March 31, 1995, 1996 and 1997 have been derived from the
audited consolidated financial statements of the Company incorporated herein by
reference. The selected financial data as of March 31, 1993, 1994 and 1995 and
for the years ended March 31, 1993 and 1994 are derived from audited financial
statements. The data set forth below should be read in conjunction with the
consolidated financial statements and the notes thereto incorporated herein by
reference:
March 31,
---------------------------------------------
1993 1994 1995 1996 1997
------- ------- ------- -------- --------
(In thousands, except per share amounts)
For the year ended:
Revenues $48,438 $61,576 $85,477 $ 88,448 $106,894
Income from continuing operations 3,067 6,100 9,970 9,903 11,296
Net income from continuing
operations per share 0.51 0.76 1.10 1.07 1.26
Cash dividends --- --- --- --- ---
At year end:
Total assets 57,483 76,876 97,944 115,461 118,474
Notes payable to banks and
long-term debt $24,745 $ 7,349 $ 5,637 $ 20,225 $ 10,738
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Incorporated by reference from the Annual Report, pages 15 to 18, under
the caption "Management's Discussion and Analysis of Financial Condition and
Results of Operations."
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Not applicable until after June 15, 1998.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial statements of the Company as listed under item 14(a)(1) of this
Form 10-K and the independent auditors' report thereon are incorporated by
reference from the Annual Report, pages 19 to 27.
Supplementary data are not required pursuant to Item 302 of Regulation S-
K. The Company has elected, however, to present certain quarterly information
in note 10 to its audited financial statements included on page 26 of the Annual
Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated by reference from the Proxy Statement, to be filed by July
29, 1997, under the captions "Proposal 1 - Election of Directors," "Executive
Officers" and "Section 16(a) Beneficial Ownership Reporting Compliance."
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference from the Proxy Statement, to be filed by July
29, 1997, under the captions "Proposal 1 - Election of Directors - Compensation
of Directors" and "Executive Compensation."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated by reference from the Proxy Statement, to be filed by July
29, 1997, under the caption "Security Ownership of Principal Stockholders,
Directors, Nominees and Executive Officers."
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated by reference from the Proxy Statement, to be filed by July
29, 1997, under the caption "Executive Compensation - Compensation Committee
Interlocks and Insider Participation" and "Certain Relationships and Related
Transactions."
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(A) (1) FINANCIAL STATEMENTS - THE FOLLOWING FINANCIAL STATEMENTS, TOGETHER
WITH THE INDEPENDENT AUDITORS' REPORT THEREON, ARE INCORPORATED BY REFERENCE TO
THE FOLLOWING PAGES IN THE ANNUAL REPORT:
Page in Annual Report
---------------------
Consolidated Statements of Income for the years ended
March 31, 1995, 1996 and 1997 19
Consolidated Balance Sheets at March 31, 1996 and 1997 20
Consolidated Statements of Cash Flows for the years ended
March 31, 1995, 1996 and 1997 21
Consolidated Statements of Stockholders' Equity
for the years ended March 31, 1995, 1996 and 1997 22
Notes to Consolidated Financial Statements 23 - 26
Independent Auditors' Report 27
(2) FINANCIAL STATEMENT SCHEDULES:
Independent Auditors' Report on Financial Statement Schedule
Schedule II Valuation and qualifying accounts
(Schedules other than those listed are omitted for the reason that they are
not required, are not applicable or the required information is shown in
the financial statements or notes thereto.)
(3) EXHIBITS:
Exhibits designated by an asterisk are management contracts and compensatory
plans and arrangements required to be identified by Item 14(a)(3).
Exhibit
Number Description
- ------- -----------
3.1.1 Amended and Restated Certificate of Incorporation of the
Registrant. (Incorporated by reference to Exhibit 3.1 to the
Registration Statement of the Registrant on Form S-1
(Registration No. 33-62290) (the "Registration Statement on Form
S-1").)
3.1.2 Amended and Restated Certificate of Incorporation of the
Registrant. (Incorporated by reference to Exhibit 3 of Form 10-Q
dated February 3, 1995.)
3.2 By-laws of the Registrant. (Incorporated by reference to Exhibit
3.2 to the Registration Statement on Form S-1.)
4.1 Form of Certificate for Common Stock of the Registrant.
(Incorporated by reference to Exhibit 4.1 to the Registration
Statement on Form S-1.)
10.1.1 License Agreement, dated September 18, 1996, between Fujicopian
Co., Ltd. and the Registrant. (Incorporated by reference to
Exhibit 10.1 of Form 10-Q dated October 1, 1996.)
Exhibit
Number Description
- ------- -----------
10.2 Indemnification Agreement, dated April 11, 1988, between
Fujicopian and the Registrant. (Incorporated by reference to
Exhibit 10.2 to the Registration Statement on Form S-1.)
10.3.1 Equipment Repurchase Agreement, dated March 6, 1989, between
Fujicopian and the Registrant. (Incorporated by reference to
Exhibit 10.3.1 to the Registration Statement on Form S-1.)
10.3.2 Assignment, dated March 30, 1989, of Equipment Repurchase
Agreement referenced in Exhibit 10.3.1, from the Registrant to
Norstar Bank, National Association ("Norstar Bank") (Incorporated
by reference to Exhibit 10.3.2 to the Registration Statement on
Form S-1.).
10.3.3 Letter Agreement, dated June 14, 1989, from Norstar Bank and the
Registrant and agreed to by Fujicopian, clarifying terms of
Assignment referenced in Exhibit 10.3.2. (Incorporated by
reference to Exhibit 10.3.3 to the Registration Statement on Form
S-1.)
10.3.4 Assignment, dated March 26, 1992, of Equipment Repurchase
Agreement referenced in Exhibit 10.3.1, from Norstar Bank to
Marine Midland Bank, N.A. ("Marine Midland Bank"), with consent
by the New York Job Development Authority ("JDA"). (Incorporated
by reference to Exhibit 10.3.4 to the Registration Statement on
Form S-1.)
10.4.1 Cross-License Agreement, dated as of December 14, 1984, between
International Business Machines Corporation ("IBM") and the
Registrant. (Incorporated by reference to Exhibit 10.4.1 to the
Registration Statement on Form S-1.)
10.4.2 Letter Agreement, dated September 3, 1987, between Fujicopian and
the Registrant and related to Cross-License Agreement, dated as
of July 1, 1986, between IBM and Fujicopian. (Incorporated by
reference to Exhibit 10.4.2 to the Registration Statement on Form
S-1.)
10.10 Memorandum of Understanding Concerning Heat-Sensitive Color
Transfer Ribbons, dated April 1989, between Fujicopian and Dai
Nippon Printing Co., Ltd., for the benefit, in part, of the
Registrant (including an English translation thereof).
(Incorporated by reference to Exhibit 10.10 to the Registration
Statement on Form S-1.)
10.11 Letter Agreement, dated April 1, 1987, among Fujicopian, Toppan
Printing Co., Ltd. and Toyo Ink Manufacturing Co., Ltd., for the
benefit, in part, of the Registrant (including an English
translation thereof). (Incorporated by reference to Exhibit 10.11
to the Registration Statement on Form S-1.)
10.12.6 Registration Rights Agreement, dated May 6, 1988, between the
Registrant and Norstar Bank. (Incorporated by reference to
Exhibit 10.12.6 to the Registration Statement on Form S-1.)
10.12.7 Common Stock Subscription Warrant, dated May 6, 1988, between the
Registrant and Norstar Bank. (Incorporated by reference to
Exhibit 10.12.7 to the Registration Statement on Form S-1.)
10.13.1 Guarantee Agreement, dated March 30, 1989, made by the JDA to
Norstar Bank for the benefit of and accepted by the Registrant.
(Incorporated by reference to Exhibit 10.13.1 to the Registration
Statement on Form S-1.)
10.13.2 Amendment, dated December 27, 1990, to Guarantee Agreement
referenced in Exhibit 10.13.1. (Incorporated by reference to
Exhibit 10.13.2 to the Registration Statement on Form S-1.)
10.13.3 Loan and Use Agreement, dated as of March 30, 1989, between
Norstar Bank, the Town of Amherst Industrial Development Agency
("IDA") and the Registrant and agreed to by the JDA.
(Incorporated by reference to Exhibit 10.13.3 to the Registration
Statement on Form S-1.)
10.13.4 Mortgage, dated as of March 30, 1989, made by the Registrant and
the IDA to Norstar Bank. (Incorporated by reference to Exhibit
10.13.4 to the Registration Statement on Form S-1.)
10.13.5 Indemnification and Guaranty Agreement, dated as of March 30,
1989, from the Registrant to the JDA. (Incorporated by reference
to Exhibit 10.13.5 to the Registration Statement on Form S-1.)
Exhibit
Number Description
- ------- -----------
10.13.6 Subordination Agreement, dated as of March 30, 1989, by Norstar
Bank for the benefit of the IDA, the JDA and the Registrant.
(Incorporated by reference to Exhibit 10.13.6 to the Registration
Statement on Form S-1.)
10.13.7 Mortgage Modification and Spreader Agreement, dated December 27,
1990, with respect to $1,400,000 Mortgage, among the JDA, Norstar
Bank, the IDA and the Registrant. (Incorporated by reference to
Exhibit 10.15.8 to the Registration Statement on Form S-1.)
10.14.1 Guarantee Agreement, dated as of March 30, 1989, made by the JDA
to Norstar Bank for the benefit of and accepted by the
Registrant. (Incorporated by reference to Exhibit 10.14.1 to the
Registration Statement on Form S-1.)
10.14.2 Amendment, dated December 27, 1990, to Guarantee Agreement
referenced in Exhibit 10.14.1. (Incorporated by reference to
Exhibit 10.14.2 to the Registration Statement on Form S-1.)
10.14.3 Security Agreement (Machinery and Equipment), dated as of March
30, 1989, made by the Registrant for the benefit of Norstar Bank
and accepted by the JDA. (Incorporated by reference to Exhibit
10.14.3 to the Registration Statement on Form S-1.)
10.14.4 Indemnification and Guaranty Agreement, dated as of March 30,
1989, made by the Registrant to the JDA. (Incorporated by
reference to Exhibit 10.14.4 to the Registration Statement on
Form S-1.)
10.14.5 Intercreditor Agreement, dated as of March 30, 1989, among
Norstar Bank, The Buffalo and Erie County Regional Development
Corporation ("RDC") and the JDA and acknowledged and accepted by
the Registrant. (Incorporated by reference to Exhibit 10.14.5 to
the Registration Statement on Form S-1.)
10.14.6 Letter Agreement, dated May 27, 1993 between the New York Job
Development Authority and the Registrant assigning a loan to the
New York Job Development Authority. (Incorporated by reference to
Exhibit 10.14.6 of Form 10-K dated June 15, 1994.)
10.15.7 Mortgage Modification and Spreader Agreement, dated December 27,
1990, with respect to $1,000,000 Mortgage, among Norstar Bank,
the IDA and the Registrant. (Incorporated by reference to Exhibit
10.15.7 to the Registration Statement on Form S-1.)
10.15.9 Security Agreement (Machinery and Equipment), dated December 27,
1990, from the Registrant to Norstar Bank and agreed to and
accepted by the JDA and related to Machinery and Equipment
Promissory Note. (Incorporated by reference to Exhibit 10.15.9 to
the Registration Statement on Form S-1.)
10.15.10 Guarantee Agreement, dated December 27, 1990 from the JDA to
Norstar Bank for the benefit of and acknowledged and accepted by
the Registrant. (Incorporated by reference to Exhibit 10.15.10 to
the Registration Statement on Form S-1.)
10.15.11 Indemnification and Guaranty Agreement, dated as of December 27,
1990, between the JDA and the Registrant. (Incorporated by
reference to Exhibit 10.15.11 to the Registration Statement on
Form S-1.)
10.15.12 Intercreditor Agreement, dated as of December 27, 1990, among
Norstar Bank, the RDC and the JDA and acknowledged and agreed to
by the Registrant. (Incorporated by reference to Exhibit 10.15.12
to the Registration Statement on Form S-1.)
10.15.14 Letter Agreement, dated June 3, 1993 between the New York Job
Development Authority and the Registrant assigning a loan to the
New York Job Development Authority. (Incorporated by reference to
Exhibit 10.14.6 of Form 10-K dated June 15, 1994.)
10.16 Demand Note Agreement, dated March 31, 1995, between Fleet Bank
and the Registrant. (Incorporated by reference to Exhibit 10.16
of Form 10-K dated June 15, 1995.
10.16.1 Amendment, dated June 17, 1996, to Demand Note Agreement
referenced in Exhibit 10.16.
10.17.1 Assignment, dated March 26, 1992, of Security Agreement and
Machinery and Equipment Promissory Note referenced in Exhibit
10.15.9, and of Guarantee Agreement referenced in Exhibit
10.15.10, from Norstar Bank to Marine Midland Bank and
acknowledged and consented to by the JDA. (Incorporated by
reference to Exhibit 10.17.1 to the Registration Statement on
Form S-1.)
10.17.2 Modification and Reaffirmation Agreement, dated as of March 26,
1992, between Marine Midland Bank, the JDA and the Registrant.
(Incorporated by reference to Exhibit 10.17.2 to the Registration
Statement on Form S-1.)
Exhibit
Number Description
- ------- -----------
10.17.3 Letter Agreement, dated March 26, 1992, from Marine Midland Bank
to Norstar Bank and agreed to by Norstar Bank and the JDA and
related to Intercreditor Agreement referenced in Exhibit
10.15.12. (Incorporated by reference to Exhibit 10.17.3 to the
Registration Statement on Form S-1.)
10.18 Demand Note Agreement, dated March 31, 1995, between Marine
Midland Bank and the Registrant. (Incorporated by reference to
Exhibit 10.18 of Form 10-K dated June 15, 1995.)
10.18.1 Demand Note Agreement, dated January 2, 1997, between Marine
Midland Bank and the Registrant. (Incorporated by reference to
Exhibit 10.1 of Form 10-Q dated December 31, 1996.)
*10.19.1 1984 Stock Plan of the Registrant. (Incorporated by reference to
Exhibit 10.19.1 to the Registration Statement on Fo rm S-1.)
*10.19.2 Amendment No. 1, dated October 29, 1987, to 1984 Stock Plan of
the Registrant referenced in Exhibit 10.19.1. (Incorporated by
reference to Exhibit 10.19.2 to the Registration Statement on
Form S-1.)
*10.19.3 Amendment, dated July 27, 1989, to 1984 Stock Plan of the
Registrant referenced in Exhibit 10.19.1. (Incorporated by
reference to Exhibit 10.19.3 to the Registration Statement on
Form S-1.)
*10.19.4 Amendment, dated May 11, 1990, to 1984 Stock Plan of the
Registrant referenced in Exhibit 10.19.1. (Incorporated by
reference to Exhibit 10.19.4 to the Registration Statement on
Form S-1.)
*10.19.5 Amendment No. 2, dated July 26, 1990, to 1984 Stock Plan of the
Registrant referenced in Exhibit 10.19.1. (Incorporated by
reference to Exhibit 10.19.5 to the Registration Statement on
Form S-1.)
*10.19.6 Amendment, dated October 6, 1993, to 1984 Stock Plan of the
Registrant referenced in Exhibit 10.19.1. (Incorporated by
reference to Exhibit 4.3 to the Registration Statement of the
Registrant on Form S-8 (Registration No. 33-71716) (the
"Registration Statement on Form S-8").)
*10.19.7 Amendment dated February 24, 1989, to 1984 Stock Plan of the
Registrant referenced in Exhibit 10.19.1. (Incorporated by
reference to Exhibit 10.20.4 to the Registration Statement on
Form S-1.)
*10.21.1 1990 Incentive Plan of the Registrant. (Incorporated by reference
to Exhibit 10.21 to the Registration Statement on Form S-1.)
*10.21.2 Amendment, dated October 6, 1993, to 1990 Incentive Plan of the
Registrant referenced in Exhibit 10.21.1. (Incorporated by
reference to Exhibit 4.4 to the Registration Statement on Form S-
8.)
*10.21.3 Amendment dated March 17, 1995, to 1990 Incentive Plan of the
Registrant referenced in Exhibit 10.21.1. (Incorporated by
reference to Exhibit 10.21.3 of Form 10-K dated June 15, 1995.)
10.23 Form of Demand Note executed by persons listed in item 404(c) of
regulations S-K who are indebted to the Company as evidence of
such indebtedness as set forth on the schedule attached to the
form.
10.23.1 Form of Term Note executed by persons listed in item 404(c) of
regulation S-K who are indebted to the Company as evidence of
such indebtedness as set forth on the schedule attached to the
form.
*10.24.1 Executive Continuity Agreement, dated December 31, 1996, between
John W. O'Leary and the Registrant. (Incorporated by reference to
Exhibit 10.24.1 of Form 10-Q dated December 31, 1996.)
*10.24.3 Executive Continuity Agreement, dated December 31, 1996, between
Richard A. Marshall and the Registrant. (Incorporated by
reference to Exhibit 10.24.2 of Form 10-Q dated December 31,
1996.)
*10.24.4 Executive Continuity Agreement, dated December 31, 1996, between
Michael J. Drennan and the Registrant. (Incorporated by reference
to Exhibit 10.24.3 of Form 10-Q dated December 31, 1996.)
*10.24.5 Executive Continuity Agreement, dated December 31, 1996, between
Vincent C. Dowell and the Registrant. (Incorporated by reference
to Exhibit 10.24.4 of Form 10-Q dated December 31, 1996.)
*10.24.6 Executive Continuity Agreement, dated June 23, 1994, between
Richard W. Dean and the Registrant. (Incorporated by reference to
Exhibit 10.24.6 of Form 10-K dated June 15, 1994.)
*10.24.7 Executive Continuity Agreement, dated December 31, 1996, between
Nick S. Mandrycky and the Registrant. (Incorporated by reference
to Exhibit 10.24.5 of Form 10-Q dated December 31, 1996.)
*10.24.8 Executive Continuity Agreement, dated December 31, 1996, between
Rickey W. Wallace and the Registrant. (Incorporated by reference
to Exhibit 10.24.6 of Form 10-Q dated December 31, 1996.)
*10.24.9 Executive Continuity Agreement, dated December 31, 1996, between
F. Lynn Hamb and the Registrant. (Incorporated by reference to
Exhibit 10.24.7 of Form 10-Q dated December 31, 1996.)
Exhibit
Number Description
- ------- -----------
*10.24.10 Executive Continuity Agreement, dated December 31, 1996, between
David B. Lupp and the Registrant. (Incorporated by reference to
Exhibit 10.24.8 of Form 10-Q dated December 31, 1996.)
*10.24.11 Executive Continuity Agreement dated December 31, 1996, between
Susan R. Stamp and the Registrant. (Incorporated by reference to
Exhibit 10.24.9 of Form 10-Q dated December 31, 1996.)
*10.25 Key Man Life Insurance Policy, dated December 17, 1992, issued by
The Mutual of New York on the life of John W. O'Leary, in the
amount of $2,000,000, with the Registrant named as beneficiary.
(Incorporated by reference to Exhibit 10.25.2 to the Registration
Statement on Form S-1.)
10.26.1 Lease Agreement, dated May 12, 1992, between Uniland Development
Company and the Registrant with respect to 165 Creekside Drive,
Tonawanda, New York. (Incorporated by reference to Exhibit
10.26.1 to the Registration Statement on Form S-1.)
10.26.2 First Amendment, dated April 23, 1993, to Lease Agreement
referenced in Exhibit 10.26.1. (Incorporated by reference to
Exhibit 10.26.2 to the Registration Statement on Form S-1.)
10.27.1 Lease Agreement, dated December 29, 1992, between Uniland
Development Company and the Registrant with respect to 70 John
Glenn, Amherst. (Incorporated by reference to Exhibit 10.27 to
the Registration Statement on Form S-1.)
10.27.2 First Amendment, dated September 17, 1993, to Lease Agreement
referenced in Exhibit 10.27.1. (Incorporated by reference to
Exhibit 10.27.2 of Form 10-K dated June 15, 1994.)
10.28 Form of Registration Rights Agreement. (Incorporated by reference
to Exhibit 10.28 to the Registration Statement on Form S-1.)
*10.29 Form of Directors and Officers Indemnification Agreement.
(Incorporated by reference to Exhibit 10.29 to the Registration
Statement on Form S-1.)
10.30 1993 Employee Stock Purchase Plan. (Incorporated by reference to
Exhibit 4.5 to the Registration Statement on Form S-8.)
*10.31 1993 Outside Director Stock Option and Restricted Stock Plan.
(Incorporated by reference to Exhibit 10.31 of Form 10-K dated
June 15, 1995.)
11 Statement re Computation of Per Share Earnings.
13 Portions of the 1997 Annual Report to Stockholders that are
incorporated by reference.
21 Subsidiaries of the Registrant
23 Consent of KPMG Peat Marwick
27 Financial Data Schedule
(B) REPORTS ON FORM 8-K:
None
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.
INTERNATIONAL IMAGING MATERIALS, INC.
By: /s/ John W. O'Leary
----------------------------------
John W. O'Leary
President
June 10, 1997
----------------------------------
Date
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/ John W. O'Leary President and Chief Executive June 10, 1997
- ------------------------------- Officer, Director
John W. O'Leary (Chief Operating Officer)
/s/ Michael J. Drennan Vice President - Finance, June 10, 1997
- ------------------------------- Treasurer, Secretary and
Michael J. Drennan Chief Financial Officer
/s/ Donald D. Lennox Chairman of the Board of Directors June 10, 1997
- -------------------------------
Donald D. Lennox
/s/ Robert S. Anderson Director June 10, 1997
- -------------------------------
Robert S. Anderson
/s/ Alexander K. Daw Director June 10, 1997
- ------------------------------
Alexander K. Daw
/s/ Michael J. Downey Director June 10, 1997
- -----------------------------
Michael J. Downey
/s/ Richard A. Marshall Executive Vice President & June 10, 1997
- ---------------------------- Chief Operating Officer,
Richard A. Marshall Director
/s/ William P. Montague Director June 10, 1997
- ----------------------------
William P. Montague
/s/ Albert J. Simone Director June 10, 1997
- ----------------------------
Albert J. Simone
Independent Auditors' Report
----------------------------
The Board of Directors
International Imaging Materials, Inc.:
Under date of April 23, 1997, we reported on the consolidated balance sheets of
International Imaging Materials, Inc. and subsidiaries as of March 31, 1997 and
1996, and the related consolidated statements of income, stockholders' equity
and cash flows for each of the years in the three-year period ended March 31,
1997, as contained in the 1997 annual report to stockholders. These
consolidated financial statements and our report thereon are incorporated by
reference in the annual report on Form 10-K for the year ended March 31, 1997.
In connection with our audits of the aforementioned consolidated financial
statements, we also have audited the related financial statement schedule as
listed in item 14(a)2 of this annual report on Form 10-K. This financial
statement schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion on this financial statement schedule
based on our audits.
In our opinion, such financial statement schedule, when considered in relation
to the basic financial statement taken as a whole, presents fairly, in all
material respects, the information set forth therein.
/s/ KPMG Peat Marwick LLP
------------------------------------
KPMG Peat Marwick LLP
Buffalo, New York
April 23, 1997
S-1
SCHEDULE II
INTERNATIONAL IMAGING MATERIALS, INC.
VALUATION AND QUALIFYING ACCOUNTS
(In Thousands)
BALANCE AT AMOUNT CHARGE-OFFS BALANCE
BEGINNING CHARGED TO AND AT END OF
YEAR ENDED DESCRIPTION OF YEAR EXPENSES DISPOSALS YEAR
- ------------------------ ------------- -------------- ---------- ----------- ---------
March 31, 1995 Allowance for
doubtful trade
receivables 18 122 19 121
Inventories valuation 226 550 199 577
---- ---- ------ -----
$244 $672 $218 $ 698
==== ==== ==== ======
March 31, 1996 Allowance for
doubtful trade
receivables 121 169 6 284
Inventories valuation 577 226 403 400
---- ---- ------ ---
$698 $395 $409 $ 684
==== ==== ==== ======
March 31, 1997 Allowance for
doubtful trade
receivables 284 41 50 275
Inventories valuation 400 680 255 825
---- ---- ------ ---
$684 $721 $305 $1,100
==== ==== ==== ======
S-2
INDEX TO EXHIBITS
-----------------
Exhibit
Number Description Location
- ------- ---------------------------------------- --------
3.1.1 Amended and Restated Certificate of
Incorporation of the Registrant.
(Incorporated by reference to Exhibit
3.1 to the Registration Statement of
the Registrant on Form S-1
(Registration No. 33-62290) (the
"Registration Statement on Form S-1").)
3.1.2 Amended and Restated Certificate of
Incorporation of the Registrant.
(Incorporated by reference to Exhibit 3
of Form 10-Q dated February 3, 1995.)
3.2 By-laws of the Registrant.
(Incorporated by reference to Exhibit
3.2 to the Registration Statement on
Form S-1.)
4.1 Form of Certificate for Common Stock of
the Registrant. (Incorporated by
reference to Exhibit 4.1 to the
Registration Statement on Form S-1.)
10.1.1 License Agreement, dated September 18,
1996, between Fujicopian Co., Ltd. and
the Registrant. (Incorporated by
reference to Exhibit 10.1 of Form 10-Q
dated October 1, 1996.)
10.2 Indemnification Agreement, dated April
11, 1988, between Fujicopian and the
Registrant. (Incorporated by reference
to Exhibit 10.2 to the Registration
Statement on Form S-1.)
10.3.1 Equipment Repurchase Agreement, dated
March 6, 1989, between Fujicopian and
the Registrant. (Incorporated by
reference to Exhibit 10.3.1 to the
Registration Statement on Form S-1.)
10.3.2 Assignment, dated March 30, 1989, of
Equipment Repurchase Agreement
referenced in Exhibit 10.3.1, from the
Registrant to Norstar Bank, National
Association ("Norstar Bank")
(Incorporated by reference to Exhibit
10.3.2 to the Registration Statement on
Form S-1.).
10.3.3 Letter Agreement, dated June 14, 1989,
from Norstar Bank and the Registrant
and agreed to by Fujicopian, clarifying
terms of Assignment referenced in
Exhibit 10.3.2. (Incorporated by
reference to Exhibit 10.3.3 to the
Registration Statement on Form S-1.)
10.3.4 Assignment, dated March 26, 1992, of
Equipment Repurchase Agreement
referenced in Exhibit 10.3.1, from
Norstar Bank to Marine Midland Bank,
N.A. ("Marine Midland Bank"), with
consent by the New York Job Development
Authority ("JDA"). (Incorporated by
reference to Exhibit 10.3.4 to the
Registration Statement on Form S-1.)
10.4.1 Cross-License Agreement, dated as of
December 14, 1984, between
International Business Machines
Corporation ("IBM") and the Registrant.
(Incorporated by reference to Exhibit
10.4.1 to the Registration Statement on
Form S-1.)
10.4.2 Letter Agreement, dated September 3,
1987, between Fujicopian and the
Registrant and related to Cross-License
Agreement, dated as of July 1, 1986,
between IBM and Fujicopian.
(Incorporated by reference to Exhibit
10.4.2 to the Registration Statement on
Form S-1.)
10.10 Memorandum of Understanding Concerning
Heat-Sensitive Color Transfer Ribbons,
dated April 1989, between Fujicopian
and Dai Nippon Printing Co., Ltd., for
the benefit, in part, of the Registrant
(including an English translation
thereof). (Incorporated by reference
to Exhibit 10.10 to the Registration
Statement on Form S-1.)
10.11 Letter Agreement, dated April 1, 1987,
among Fujicopian, Toppan Printing Co.,
Ltd. and Toyo Ink Manufacturing Co.,
Ltd., for the benefit, in part, of the
Registrant (including an English
translation thereof). (Incorporated by
reference to Exhibit 10.11 to the
Registration Statement on Form S-1.)
Exhibit
Number Description Location
- -------- ---------------------------------------- --------
10.12.6 Registration Rights Agreement, dated
May 6, 1988, between the Registrant and
Norstar Bank. (Incorporated by
reference to Exhibit 10.12.6 to the
Registration Statement on Form S-1.)
10.12.7 Common Stock Subscription Warrant,
dated May 6, 1988, between the
Registrant and Norstar Bank.
(Incorporated by reference to Exhibit
10.12.7 to the Registration Statement
on Form S-1.)
10.13.1 Guarantee Agreement, dated March 30,
1989, made by the JDA to Norstar Bank
for the benefit of and accepted by the
Registrant. (Incorporated by reference
to Exhibit 10.13.1 to the Registration
Statement on Form S-1.)
10.13.2 Amendment, dated December 27, 1990, to
Guarantee Agreement referenced in
Exhibit 10.13.1. (Incorporated by
reference to Exhibit 10.13.2 to the
Registration Statement on Form S-1.)
10.13.3 Loan and Use Agreement, dated as of
March 30, 1989, between Norstar Bank,
the Town of Amherst Industrial
Development Agency ("IDA") and the
Registrant and agreed to by the JDA.
(Incorporated by reference to Exhibit
10.13.3 to the Registration Statement
on Form S-1.)
10.13.4 Mortgage, dated as of March 30, 1989,
made by the Registrant and the IDA to
Norstar Bank. (Incorporated by
reference to Exhibit 10.13.4 to the
Registration Statement on Form S-1.)
10.13.5 Indemnification and Guaranty Agreement,
dated as of March 30, 1989, from the
Registrant to the JDA. (Incorporated
by reference to Exhibit 10.13.5 to the
Registration Statement on Form S-1.)
10.13.6 Subordination Agreement, dated as of
March 30, 1989, by Norstar Bank for the
benefit of the IDA, the JDA and the
Registrant. (Incorporated by reference
to Exhibit 10.13.6 to the Registration
Statement on Form S-1.)
10.13.7 Mortgage Modification and Spreader
Agreement, dated December 27, 1990,
with respect to $1,400,000 Mortgage,
among the JDA, Norstar Bank, the IDA
and the Registrant. (Incorporated by
reference to Exhibit 10.15.8 to the
Registration Statement on Form S-1.)
10.14.1 Guarantee Agreement, dated as of March
30, 1989, made by the JDA to Norstar
Bank for the benefit of and accepted by
the Registrant. (Incorporated by
reference to Exhibit 10.14.1 to the
Registration Statement on Form S-1.)
10.14.2 Amendment, dated December 27, 1990, to
Guarantee Agreement referenced in
Exhibit 10.14.1. (Incorporated by
reference to Exhibit 10.14.2 to the
Registration Statement on Form S-1.)
10.14.3 Security Agreement (Machinery and
Equipment), dated as of March 30, 1989,
made by the Registrant for the benefit
of Norstar Bank and accepted by the
JDA. (Incorporated by reference to
Exhibit 10.14.3 to the Registration
Statement on Form S-1.)
10.14.4 Indemnification and Guaranty Agreement,
dated as of March 30, 1989, made by the
Registrant to the JDA. (Incorporated
by reference to Exhibit 10.14.4 to the
Registration Statement on Form S-1.)
10.14.5 Intercreditor Agreement, dated as of
March 30, 1989, among Norstar Bank, The
Buffalo and Erie County Regional
Development Corporation ("RDC") and the
JDA and acknowledged and accepted by
the Registrant. (Incorporated by
reference to Exhibit 10.14.5 to the
Registration Statement on Form S-1.)
10.14.6 Letter Agreement, dated May 27, 1993
between the New York Job Development
Authority and the Registrant assigning
a loan to the New York Job Development
Authority. (Incorporated by reference
to Exhibit 10.14.6 of Form 10-K dated
June 15, 1994.)
10.15.7 Mortgage Modification and Spreader
Agreement, dated December 27, 1990,
with respect to $1,000,000 Mortgage,
among Norstar Bank, the IDA and the
Registrant. (Incorporated by reference
to Exhibit 10.15.7 to the Registration
Statement on Form S-1.)
10.15.9 Security Agreement (Machinery and
Equipment), dated December 27, 1990,
from the Registrant to Norstar Bank and
agreed to and accepted by the JDA and
related to Machinery and Equipment
Promissory Note. (Incorporated by
reference to Exhibit 10.15.9 to the
Registration Statement on Form S-1.)
10.15.10 Guarantee Agreement, dated December 27,
1990 from the JDA to Norstar Bank for
the benefit of and acknowledged and
accepted by the Registrant.
(Incorporated by reference to Exhibit
10.15.10 to the Registration Statement
on Form S-1.)
10.15.11 Indemnification and Guaranty Agreement,
dated as of December 27, 1990, between
the JDA and the Registrant.
(Incorporated by reference to Exhibit
10.15.11 to the Registration Statement
on
Form S-1.)
Exhibit
Number Description Location
- -------- ---------------------------------------- --------
10.15.12 Intercreditor Agreement, dated as of
December 27, 1990, among Norstar Bank,
the RDC and the JDA and acknowledged
and agreed to by the Registrant.
(Incorporated by reference to Exhibit
10.15.12 to the Registration Statement
on Form S-1.)
10.15.14 Letter Agreement, dated June 3, 1993
between the New York Job Development
Authority and the Registrant assigning
a loan to the New York Job Development
Authority. (Incorporated by reference
to Exhibit 10.14.6 of Form 10-K dated
June 15, 1994.)
10.16 Demand Note Agreement, dated March 31,
1995, between Fleet Bank and the
Registrant. (Incorporated by reference
to Exhibit 10.16 of Form 10-K dated
June 15, 1995.)
10.16.1 Amendment, dated June 17, 1996 to
Demand Note Agreement referenced in
Exhibit 10.16.
10.17.1 Assignment, dated March 26, 1992, of
Security Agreement and Machinery and
Equipment Promissory Note referenced in
Exhibit 10.15.9, and of Guarantee
Agreement referenced in Exhibit
10.15.10, from Norstar Bank to Marine
Midland Bank and acknowledged and
consented to by the JDA. (Incorporated
by reference to Exhibit 10.17.1 to the
Registration Statement on Form S-1.)
10.17.2 Modification and Reaffirmation
Agreement, dated as of March 26, 1992,
between Marine Midland Bank, the JDA
and the Registrant. (Incorporated by
reference to Exhibit 10.17.2 to the
Registration Statement on Form S-1.)
10.17.3 Letter Agreement, dated March 26, 1992,
from Marine Midland Bank to Norstar
Bank and agreed to by Norstar Bank and
the JDA and related to Intercreditor
Agreement referenced in Exhibit
10.15.12. (Incorporated by reference
to Exhibit 10.17.3 to the Registration
Statement on Form S-1.)
10.18 Demand Note Agreement, dated March 31,
1995, between Marine Midland Bank and
the Registrant. (Incorporated by
reference to Exhibit 10.18 of Form 10-K
dated June 15, 1995.)
10.18.1 Demand Note Agreement, dated January 2,
1997, between Marine Midland Bank and
the Registrant. (Incorporated by
reference to Exhibit 10.1 of Form 10-Q
dated December 31, 1996.)
10.19.1 1984 Stock Plan of the Registrant.
(Incorporated by reference to Exhibit
10.19.1 to the Registration Statement
on Form S-1.)
10.19.2 Amendment No. 1, dated October 29,
1987, to 1984 Stock Plan of the
Registrant referenced in Exhibit
10.19.1. (Incorporated by reference to
Exhibit 10.19.2 to the Registration
Statement on Form S-1.)
10.19.3 Amendment, dated July 27, 1989, to 1984
Stock Plan of the Registrant referenced
in Exhibit 10.19.1. (Incorporated by
reference to Exhibit 10.19.3 to the
Registration Statement on Form S-1.)
10.19.4 Amendment, dated May 11, 1990, to 1984
Stock Plan of the Registrant referenced
in Exhibit 10.19.1. (Incorporated by
reference to Exhibit 10.19.4 to the
Registration Statement on Form S-1.)
10.19.5 Amendment No. 2, dated July 26, 1990,
to 1984 Stock Plan of the Registrant
referenced in Exhibit 10.19.1.
(Incorporated by reference to Exhibit
10.19.5 to the Registration Statement
on Form S-1.)
10.19.6 Amendment, dated October 6, 1993, to
1984 Stock Plan of the Registrant
referenced in Exhibit 10.19.1.
(Incorporated by reference to Exhibit
4.3 to the Registration Statement of
the Registrant on Form S-8
(Registration No. 33-71716) (the
"Registration Statement on Form S-8").)
10.19.7 Amendment dated February 24, 1989, to
1984 Stock Plan of the Registrant
referenced in Exhibit 10.19.1.
(Incorporated by reference to Exhibit
10.20.4 to the Registration Statement
on Form S-1.)
10.21.1 1990 Incentive Plan of the Registrant.
(Incorporated by reference to Exhibit
10.21 to the Registration Statement on
Form S-1.)
10.21.2 Amendment, dated October 6, 1993, to
1990 Incentive Plan of the Registrant
referenced in Exhibit 10.21.1.
(Incorporated by reference to Exhibit
4.4 to the Registration Statement on
Form S-8.)
10.21.3 Amendment dated March 17, 1995, to 1990
Incentive Plan of the Registrant
referenced in Exhibit 10.21.1.
(Incorporated by reference to Exhibit
10.21.3 of Form 10-K dated June 15,
1995.)
10.23 Form of Demand Note executed by persons
listed in item 404(c) of regulation S-K
who are indebted to the Company as
evidence of such indebtedness as set
forth on the schedule to the form.
10.23.1 Form of Term Note executed by persons
listed in item 404(c) of regulation S-K
who are indebted to the Company as
evidence of such indebtedness as set
forth on the schedule attached to the
form.
Exhibit
Number Description Location
- -------- --------------------------------------------------------------------- --------
10.24.1 Executive Continuity Agreement, dated December 31, 1996, between John
W. O'Leary and the Registrant. (Incorporated by reference to Exhibit
10.24.1 of Form 10-Q dated December 31, 1996.)
10.24.3 Executive Continuity Agreement, dated December 31, 1996, between
Richard A. Marshall and the Registrant. (Incorporated by reference
to Exhibit 10.24.2 of Form 10-Q dated December 31, 1996.)
10.24.4 Executive Continuity Agreement, dated December 31, 1996, between
Michael J. Drennan and the Registrant. (Incorporated by reference to
Exhibit 10.24.3 of Form 10-Q dated December 31, 1996.)
10.24.5 Executive Continuity Agreement, dated December 31, 1996, between
Vincent C. Dowell and the Registrant. (Incorporated by reference to
Exhibit 10.24.4 of Form 10-Q dated December 31, 1996.)
10.24.6 Executive Continuity Agreement, dated June 23, 1994, between Richard
W. Dean and the Registrant. (Incorporated by reference to Exhibit
10.24.6 of Form 10-K dated June 15, 1994.)
10.24.7 Executive Continuity Agreement, dated December 31, 1996, between Nick
S. Mandrycky and the Registrant. (Incorporated by reference to
Exhibit 10.24.5 of Form 10-Q dated December 31, 1996.)
10.24.8 Executive Continuity Agreement, dated December 31, 1996, between
Rickey W. Wallace and the Registrant. (Incorporated by reference to
Exhibit 10.24.6 of Form 10-Q dated December 31, 1996.)
10.24.9 Executive Continuity Agreement, dated December 31, 1996, between F.
Lynn Hamb and the Registrant. (Incorporated by reference to Exhibit
10.24.7 of Form 10-Q dated December 31, 1996.)
10.24.10 Executive Continuity Agreement dated December 31, 1996, between David
B. Lupp and the Registrant. (Incorporated by reference to Exhibit
10.24.8 of Form 10-Q dated December 31, 1996.)
10.24.11 Executive Continuity Agreement dated December 31, 1996, between Susan
R. Stamp and the Registrant. (Incorporated by reference to Exhibit
10.24.9 of Form 10-Q dated December 31, 1996.)
10.25 Key Man Life Insurance Policy, dated December 17, 1992, issued by The
Mutual of New York on the life of John W. O'Leary, in the amount of
$2,000,000, with the Registrant named as beneficiary. (Incorporated
by reference to Exhibit 10.25.2 to the Registration Statement on Form
S-1.)
10.26.1 Lease Agreement, dated May 12, 1992, between Uniland Development
Company and the Registrant with respect to 165 Creekside Drive,
Tonawanda, New York. (Incorporated by reference to Exhibit 10.26.1
to the Registration Statement on Form S-1.)
10.26.2 First Amendment, dated April 23, 1993, to Lease Agreement referenced
in Exhibit 10.26.1. (Incorporated by reference to Exhibit 10.26.2 to
the Registration Statement on Form S-1.)
10.27.1 Lease Agreement, dated December 29, 1992, between Uniland Development
Company and the Registrant with respect to 70 John Glenn, Amherst.
(Incorporated by reference to Exhibit 10.27 to the Registration
Statement on Form S-1.)
10.27.2 First Amendment, dated September 17, 1993, to Lease Agreement
referenced in Exhibit 10.27.1. (Incorporated by reference to Exhibit
10.27.2 of Form 10-K dated June 15, 1994.)
10.28 Form of Registration Rights Agreement. (Incorporated by reference to
Exhibit 10.28 to the Registration Statement on Form S-1.)
10.29 Form of Directors and Officers Indemnification Agreement.
(Incorporated by reference to Exhibit 10.29 to the Registration
Statement on Form S-1.)
10.30 1993 Employee Stock Purchase Plan. (Incorporated by reference to
Exhibit 4.5 to the Registration Statement on Form S-8.)
10.31 1993 Outside Director Stock Option and Restricted Stock Plan.
(Incorporated by reference to Exhibit 10.31 of Form 10-K dated June
15, 1995.)
11 Statement re Computation of Per Share Earnings.
13 Portions of the 1997 Annual Report to Stockholders that are
incorporated herein by reference
21 Subsidiaries of the Registrant
23 Consent of KPMG Peat Marwick
27 Financial Data Schedule