1 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) 2 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. 3 (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 - ------------------------------ Richard M. Moley /s/ M. Kenneth Oshman Director October 28, 1998 - ------------------------------ M. Kenneth Oshman