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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K-A
[x] Annual Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended July 31, 1998
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ____ to ____
Commission file number: 0-22974
CMC INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 62-1434910
(State of incorporation) (IRS Employer Identification No.)
4950 PATRICK HENRY DRIVE, SANTA CLARA, CA 95054
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 982-9999
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01
par value per share
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.
[X] Yes [ ] 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 [ ]
State the aggregate market value of the voting stock held by non-affiliates of
the registrant: $18,629,507 at October 9, 1998.
Shares of Common Stock, $.01 par value per shares outstanding at September 30,
1998: 7,593,556
DOCUMENTS INCORPORATED BY REFERENCE
Documents incorporated by reference and the Part of the Form 10-K into which the
document is incorporated:
Portions of the Proxy Statement relating to the 1998 Annual Meeting of
Shareholders: Part III
Portions of the 1998 Annual Report to Shareholders: Part II , Part IV (2)
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(1) EXHIBITS
Exhibit Description
Number -----------
3.1* Restated Certificate of Incorporation.
3.2* Amended and Restated Bylaws.
4.1* Form of Common Stock Certificate.
4.2*** Securities Purchase Agreement, dated as of May 15, 1996, by and
between the Company and each of the investors listed therein.
10.1* Agreement and Plan of Reorganization between CMC Industries, Inc.
and International Telecommunication Asia PTE, Ltd. dated as of
October 2, 1993.
10.2* Lease Agreement between The Board of Supervisors of Alcorn County,
Mississippi and International Telephone and Telegraph Corp. dated
August 1, 1961, as amended and supplemented and related documents.
10.3* Lease Agreement between Corinth Telecommunications Corp. (now known
as CMC Manufacturing, Inc.) and Douglas Jumper and Truitt Stockton
d/b/a Jumper-Stockton Warehouses for the Pinecrest Road warehouse
dated October 20, 1992.
10.4* Lease Agreement between Corinth Telecommunications Corp. (now known
as CMC Manufacturing, Inc.) and Douglas Jumper and Truitt Stockton
d/b/a/ Jumper-Stockton Warehouses for the Sawyers Road warehouse
dated October 20, 1992.
10.5 Loan and Security Agreement dated September 26, 1996 (and
Amendments) among CMC Industries, Inc., CMC California, Inc., and
CMC Mississippi, Inc. and Bank of America Illinois and related
documents.
10.6* License Agreement between ITT Corporation and ITT Telecom Products
Corporation (now known as CMC Manufacturing, Inc.) dated December
30, 1986.
10.7* Agreement between Cortelco International, Inc. and CMC
Manufacturing, Inc. dated as of September 1, 1993.
10.8* Cortelco USA, Inc. (now known as CMC Manufacturing, Inc.) Profit
Sharing Savings Plan and Trust for Salaried Employees.
10.9* Hourly Pension Plan for Employees of ITT Telecom Products
Corporation (now known as CMC Manufacturing, Inc.) at Corinth.
10.10**** CMC Industries, Inc. 1990 Equity Incentive Plan, amended and
restated as of November 15, 1996.
10.11* Form of Indemnification Agreement between CMC Industries, Inc. and
certain officers and directors.
10.12** Lease Agreement between Guzik Investments, L.P. and CMC Industries
dated June 14, 1995.
10.13**** CMC Industries, Inc. 1996 Employee Stock Purchase Plan.
10.14***** Executive Employment Agreement between CMC Industries, Inc. and Jack
O'Rear dated August 1, 1997.
13.1****** Excerpts from the 1998 Annual Report to Shareholders.
21.1****** Subsidiaries of the Registrant.
23.1****** Consent of Independent Accountants.
27.1****** Financial Data Schedule (For SEC electronic filing purposes only)
* Incorporated by reference to exhibits filed with the Registrant's
Registration Statement on Form S-1, Registration No. 33-70126.
** Incorporated by reference to exhibits filed with the Registrant's
Annual Report on Form 10-K for the year ended July 31, 1995.
*** Incorporated by reference to exhibits filed with the Registrant's
Current Report on Form 8-K filed the Securities and Exchange Commission
on May 24, 1996.
**** Incorporated by reference to exhibits filed with the Registrant's Proxy
Statement on Schedule 14A filed with the Securities and Exchange
Commission on October 22, 1996.
***** Incorporated by reference to exhibits filed with the Registrant's
Annual Report on Form 10-K for the year ended July 31, 1997.
****** Previously filed with the Registrant's Annual Report on Form 10K for
the Year ended July 31, 1998.
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(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.
CMC INDUSTRIES, INC.
/s/ Matthew G. Landa
--------------------
Date: October 28, 1998 Matthew G. Landa, President,
Chief Executive Officer and Director
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 S. Lee Chairman of the Board October 28, 1998
- ------------------------------
David S. Lee
/s/ Matthew G. Landa President, Chief Executive October 28, 1998
- ------------------------------ Officer and Director
Matthew G. Landa
/s/ Andrew J. Moley Executive Vice President, October 28, 1998
- ------------------------------ Financial Officer and
Andrew J. Moley Chief Director
/s/ Ira Coron Director October 28, 1998
- ------------------------------
Ira Coron
/s/ Frederick W. Gibbs Director October 28, 1998
- ------------------------------
Frederick W. Gibbs
Director
- ------------------------------
Charles Holloway
/s/ Richard M. Moley Director October 28, 1998
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Richard M. Moley
/s/ M. Kenneth Oshman Director October 28, 1998
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M. Kenneth Oshman