SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------------------------------
FORM 10-K
(mark one)
[ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 28, 1996
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file number 1-10574
THERMO VOLTEK CORP.
(Exact name of Registrant as specified in its charter)
Delaware 13-1946800
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
470 Wildwood Street, P.O. Box 2878
Woburn, Massachusetts 01888-1578
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 622-1000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
---------------------------- -----------------------------------------
Common Stock, $.05 par value American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
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, and (2) has been subject to the
filing requirements for at least 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 the Registrant's knowledge, in definitive proxy or
information statements incorporated by reference into Part III of this Form
10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by nonaffiliates of the
Registrant as of January 24, 1997, was approximately $56,019,000.
As of January 24, 1997, the Registrant had 9,759,238 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Shareholders for the year
ended December 28, 1996, are incorporated by reference into Parts I and II.
Portions of the Registrant's definitive Proxy Statement for the Annual
Meeting of Shareholders to be held on June 2, 1997, are incorporated by
reference into Part III.
PAGE
PART I
Item 1. Business
(a) General Development of Business
Thermo Voltek Corp. (the Company or the Registrant) designs,
manufactures, and markets electromagnetic compatibility (EMC) testing
instruments, high-voltage power-conversion systems, and programmable
power amplifiers. The Company's EMC testing instruments simulate pulsed
electromagnetic interference (pulsed EMI), radio frequency interference
(RFI), and changes in AC voltage, to allow manufacturers of electronic
systems and integrated circuits to test for resistance to those
conditions. The Company's high-voltage power-conversion systems transform
utility-supplied AC power into the DC voltages and currents required by
the user. The Company's programmable power amplifiers have applications
in EMC testing and other areas. The Company also provides EMC consulting
and systems-integration services and distributes EMC-related products.
The Company was originally incorporated in 1960 under the name
Universal Voltronics Corp. Thermedics Inc. (Thermedics), a publicly
traded subsidiary of Thermo Electron Corporation (Thermo Electron),
acquired a controlling interest in the Company's common stock in March
1990. In November 1992, the Company's name was changed to Thermo Voltek
Corp. As of December 28, 1996, Thermedics owned 4,971,333 shares of the
Company's common stock, representing 51% of such stock outstanding. In
addition to the Company's products, Thermedics develops, manufactures,
and markets product quality assurance systems, precision-weighing and
inspection equipment, electrochemistry and microweighing products,
explosives-detection devices, and moisture-analysis systems, as well as
implantable heart-assist systems and other biomedical products. As of
December 28, 1996, Thermo Electron owned 51,700 shares of the Company's
common stock, representing 0.53% of such stock outstanding. These shares
were purchased during 1996* in the open market for a total purchase price
of $569,000. Thermo Electron is a world leader in environmental
monitoring and analysis instruments, biomedical products such as
heart-assist devices and mammography systems, papermaking and
paper-recycling equipment, biomass electric power generation, and other
specialized products and technologies. Thermo Electron also provides a
range of services related to environmental quality.
Thermedics intends, for the foreseeable future, to maintain at least
50% ownership of the Company. This may require the purchase by Thermedics
of additional shares (or convertible debentures that are then converted)
of the Company from time to time as the number of outstanding shares of
the Company increases. These or any other purchases by Thermedics may be
made either in the open market or directly from the Company or Thermo
Electron or pursuant to conversions of the subordinated convertible
debentures issued by the Company to Thermedics. During 1996, Thermedics
purchased 291,450 shares of the Company's common stock in the open market
for a total purchase price of $4,169,000. See Notes 4 and 8 to
Consolidated Financial Statements in the Company's 1996 Annual Report to
Shareholders for a description of outstanding stock options and
convertible obligations issued by the Company.
* References to 1996, 1995, and 1994 herein are for the fiscal years
ended December 28, 1996, December 30, 1995, and December 31, 1994,
respectively.
2PAGE
Forward-looking Statements
Forward-looking statements, within the meaning of Section 21E of the
Securities Exchange Act of 1934, are made throughout this Annual Report
on Form 10-K. For this purpose, any statements contained herein that are
not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the foregoing, the words "believes,"
"anticipates," "plans," "expects," "seeks," "estimates," and similar
expressions are intended to identify forward-looking statements. There
are a number of important factors that could cause the results of the
Company to differ materially from those indicated by such forward-looking
statements, including those detailed under the caption "Forward-looking
Statements" in the Registrant's 1996 Annual Report to Shareholders
incorporated herein by reference.
(b) Information About Industry Segments
The Company conducts business in one industry segment.
(c) Description of Business
Electronic Test Instruments and Services
The Company designs, manufactures, and markets electromagnetic
compatibility (EMC) testing instruments and programmable power
amplifiers. The Company's EMC testing instruments simulate pulsed
electromagnetic interference (pulsed EMI), radio frequency interference
(RFI), and changes in AC voltage, to allow manufacturers of electronic
systems and integrated circuits to test for resistance to those
conditions. The Company's programmable power amplifiers have applications
in EMC testing and other areas. The Company also provides EMC consulting
and systems-integration services and distributes EMC-related products.
The market for EMC-testing equipment has developed due to the
proliferation of digital electronics. Manufacturers of electronic systems
and integrated circuits must engineer their products for immunity to
pulsed EMI. The Company's products are used by these customers primarily
for product development, design verification, and quality assurance,
enabling them to meet higher levels of product performance, reliability,
and safety, and to meet regulatory requirements, including a European
Union (EU) directive that took effect on January 1, 1996, and industry
standards.
The Company's EMC testing equipment falls into two main categories:
(1) equipment to test completed electronic products and (2) equipment to
test individual electronic components such as integrated circuits. The
Company also manufactures power amplifiers and power-conversion systems
for use in telecommunications equipment, and products that test for
immunity to certain types of power quality failure. In addition, the
Company offers EMC-consulting and systems-integration services and
distributes a broad range of EMC-related products.
3PAGE
Product Testing Equipment. In 1992, the Company's KeyTek Instrument
(KeyTek) division introduced its ECAT(R) system, which integrates
comprehensive pulsed EMI and power quality failure simulation and testing
with built-in diagnostic capabilities. KeyTek also offers a range of
lower-cost instruments designed to test completed products for a
particular type of pulsed EMI. In 1994, the Company's Comtest Europe B.V.
(Comtest) subsidiary, acquired in 1993, introduced its first commercial
product. Called the G-Strip, this product, a radio frequency interference
(RFI) immunity tester, analyzes how effectively electronics resist the
effects of radio frequency emitted by other electronic devices.
Component Testing Equipment. Both the Verifier division of Comtest
and KeyTek manufacture a range of products that utilize its electrostatic
discharge (ESD) simulation technology to test integrated circuits and
printed circuit boards for pulsed EMI immunity during product
development, design verification, and quality assurance.
Power Amplifiers. On March 1, 1995, the Company acquired the assets
of Kalmus Engineering Incorporated, a manufacturer of RF power amplifiers
used to test products for immunity to conducted and radiated RFI. RF
power amplifiers also are used in a variety of laboratory and test
applications where precise control over power level and frequency are
required; in medical imaging applications; and in wireless communications
applications, broadcasting, and mobile data communications. On July 8,
1996, the Company acquired Pacific Power Source Corporation, a
manufacturer of programmable power amplifiers that can be incorporated
into EMC test equipment to assess how well electronics tolerate normal
variations in the quality and quantity of AC voltage. These amplifiers
are also used in other kinds of testing equipment and in
application-specific power supplies.
EMC Services. Through Comtest, the Company distributes EMC-testing
products for pulsed EMI and RFI immunity and emissions testing; provides
a wide range of testing, consulting, training, and systems-integration
services; and designs EMC test facilities. The Company also provides
on-site management and service, and maintains testing and training
facilities, at Comtest's Netherlands headquarters.
Telecommunications Power Supplies. Comtest manufactures specialized
power supplies that are used in telecommunications equipment to maintain
consistent power quality. These systems are of critical importance in
areas of the world where utility-supplied power cannot be relied upon to
maintain adequate power quality to operate telecommunications equipment.
Revenues from electronic test instruments and services were
$44,081,000, $31,580,000, and $19,009,000, in 1996, 1995, and 1994,
respectively.
4PAGE
High-voltage Systems
Through its Universal Voltronics division, the Company designs,
manufactures, and markets high-voltage power-conversion systems,
modulators, and related high-voltage equipment for industrial, medical,
and security processes, and defense and scientific research applications.
These systems transform utility-supplied AC power into the DC voltages
and currents required by the user and allow precise control over the
performance level desired for each application.
Revenues from high-voltage systems were $4,426,000, $4,746,000, and
$4,632,000, in 1996, 1995, and 1994, respectively.
Raw Materials
A number of the components of the Company's EMC-testing products are
supplied by sole-source vendors. While the Company has not experienced
significant difficulty in obtaining adequate supplies from these vendors,
and believes that it would be able to identify alternate suppliers if
necessary, there can be no assurance that the unanticipated loss of a
single vendor would not result in delays in shipments or in the
introduction of new products.
Backlog
The Company's backlog of firm orders is measured by the amount of
unshipped orders and, with respect to long-term contracts, the amount of
the contract reduced by the revenue that has been recognized to date on a
percentage-of-completion basis. The Company's backlog was $10.3 million
and $13.0 million as of December 28, 1996, and December 30, 1995,
respectively. The Company believes that substantially all of the backlog
at December 28, 1996, will be shipped or completed during the next 12
months.
Competition
The Company is a leading supplier of pulsed EMI testing equipment.
There are numerous companies worldwide that independently manufacture and
market pulsed EMI test equipment for electronic products, and several
more that independently manufacture and market component-reliability test
equipment. The Company competes in this market primarily on the basis of
performance, technical expertise, reputation, and price.
In the market for RF power amplifiers and programmable power
amplifiers, the Company competes with several companies worldwide based
primarily on technical expertise, reputation, and price.
In the market for high-voltage power supply systems of the general
type manufactured and marketed by the Company, the Company competes with
numerous companies for both contract and commercial sales primarily on
the basis of technical expertise, product performance, reputation, and
price.
5PAGE
Substantially all of the Company's contract and commercial revenues
are subject to intense competitive bidding. Some of the Company's
competitors have substantially greater financial resources than those of
the Company.
Research and Development
Research and development expenses for the Company were $3,618,000,
$2,349,000, and $1,492,000 in 1996, 1995, and 1994, respectively.
Environmental Protection Regulations
The Company believes that compliance by the Company with federal,
state, and local environmental protection regulations will not have a
material adverse effect on its capital expenditures, earnings, or
competitive position.
Number of Employees
As of December 28, 1996, the Company employed 299 people. Except for
10 employees at Universal Voltronics, none of the Company's employees is
represented by a union. The Company believes that relations with its
employees are good.
(d) Financial Information About Exports by Domestic Operations and
About Foreign Operations
Financial information about exports by domestic operations and about
foreign operations is summarized in Note 11 to Consolidated Financial
Statements in the Registrant's 1996 Annual Report to Shareholders and is
incorporated herein by reference.
(e) Executive Officers of the Registrant
Present Title (Year First Became
Name Age Executive Officer)
------------------------ --- ------------------------------------
John W. Wood Jr. 53 Chairman of the Board and Chief
Executive Officer (1990)
Colin I.W. Baxter 65 President and Chief Operating
Officer (1997)
Michael D. Norton 44 Vice President (1992)
Dominick R. Congiusti 68 Vice President (1994)
John N. Hatsopoulos 62 Chief Financial Officer (1990)
Paul F. Kelleher 54 Chief Accounting Officer (1990)
Each executive officer serves until his successor is chosen or
appointed by the Board of Directors and qualified or until his earlier
resignation, death, or removal. Messrs. Wood, Hatsopoulos, and Kelleher
have held comparable positions for at least five years either with the
Company, Thermedics, or Thermo Electron. Mr. Baxter has been President
and Chief Operating Officer of the Company since January 1997. Mr. Baxter
has been President of the Company's Kalmus division since May 1995, and
from July 1996 to January 1997 was President of the Company's Pacific
6PAGE
Power division. Prior to joining the Company, Mr. Baxter was President
and Chief Executive Officer of Dranetz Technologies, Inc., a designer and
manufacturer of electronic instruments for measuring and monitoring
electrical power quality, demand, and sequence of events recorders. Mr.
Norton has been a Vice President of the Company since December 1992, and
has held various positions at KeyTek since 1987, most recently serving as
President from January 1993 to January 1997. Mr. Congiusti has been a
Vice President of the Company since December 1994. He has been President
of Universal Voltronics since December 1993, was Vice President of
Operations of Universal Voltronics from 1992 to 1993, and Director of
Manufacturing of Universal Voltronics from 1991 to 1992. Mr. Wood is a
Senior Vice President of Thermo Electron and the President and Chief
Executive Officer of Thermedics but devotes such portion of his time to
the affairs of the Company as the Company's needs reasonably require.
Messrs. Hatsopoulos and Kelleher are full-time employees of Thermo
Electron but devote such time to the affairs of the Company as the
Company's needs reasonably require.
Item 2. Properties
The Company owns approximately 45,000 square feet of office,
engineering, laboratory, and production space in Mount Kisco, New York,
and leases approximately 100,000 square feet of office, engineering,
laboratory, and production space under leases expiring from 1997 to 2003,
principally in Massachusetts, Washington, California, The Netherlands,
and the United Kingdom. The Company believes that these facilities are in
good condition and are suitable and adequate for its present operations,
and that suitable space is readily available if any of such leases are
not extended.
Item 3. Legal Proceedings
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
7PAGE
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
Information concerning the market and market price for the
Registrant's common stock, $.05 par value, and dividend policy is
included under the sections labeled "Common Stock Market Information" and
"Dividend Policy" in the Registrant's 1996 Annual Report to Shareholders
and is incorporated herein by reference.
Item 6. Selected Financial Data
The information required under this item is included under the
sections labeled "Selected Financial Information" and "Dividend Policy"
in the Registrant's 1996 Annual Report to Shareholders and is
incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The information required under this item is included under the
heading "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in the Registrant's 1996 Annual Report to
Shareholders and is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The Registrant's Consolidated Financial Statements as of December 28,
1996, and Supplementary Data are included in the Registrant's 1996 Annual
Report to Shareholders and are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not applicable.
8PAGE
PART III
Item 10. Directors and Executive Officers of the Registrant
The information concerning directors required under this item is
incorporated herein by reference from the material contained under the
caption "Election of Directors" in the Registrant's definitive proxy
statement to be filed with the Securities and Exchange Commission
pursuant to Regulation 14A, not later than 120 days after the close of
the fiscal year. The information concerning delinquent filers pursuant to
Item 405 of Regulation S-K is incorporated herein by reference from the
material contained under the heading "Section 16(a) Beneficial Ownership
Reporting Compliance" under the caption "Stock Ownership" in the
Registrant's definitive proxy statement to be filed with the Securities
and Exchange Commission pursuant to Regulation 14A, not later than 120
days after the close of the fiscal year.
Item 11. Executive Compensation
The information required under this item is incorporated herein by
reference from the material contained under the caption "Executive
Compensation" in the Registrant's definitive proxy statement to be filed
with the Securities and Exchange Commission pursuant to Regulation 14A,
not later than 120 days after the close of the fiscal year.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required under this item is incorporated herein by
reference from the material contained under the caption "Stock Ownership"
in the Registrant's definitive proxy statement to be filed with the
Securities and Exchange Commission pursuant to Regulation 14A, not later
than 120 days after the close of the fiscal year.
Item 13. Certain Relationships and Related Transactions
The information required under this item is incorporated herein by
reference from the material contained under the caption "Relationship
with Affiliates" in the Registrant's definitive proxy statement to be
filed with the Securities and Exchange Commission pursuant to Regulation
14A, not later than 120 days after the close of the fiscal year.
9PAGE
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a,d) Financial Statements and Schedules
(1) The consolidated financial statements set forth in the list
below are filed as part of this Report.
(2) The consolidated financial statement schedule set forth in
the list below is filed as part of this Report.
(3) Exhibits filed herewith or incorporated herein by reference
are set forth in Item 14(c) below.
List of Financial Statements and Schedules Referenced in this
Item 14
Information incorporated by reference from Exhibit 13 filed
herewith:
Consolidated Statement of Income
Consolidated Balance Sheet
Consolidated Statement of Cash Flows
Consolidated Statement of Shareholders' Equity
Notes to Consolidated Financial Statements
Report of Independent Public Accountants
Financial Statement Schedules filed herewith:
Schedule II: Valuation and Qualifying Accounts
All other schedules are omitted because they are not applicable
or not required, or because the required information is shown
either in the financial statements or in the notes thereto.
(b)Reports on Form 8-K
None.
(c)Exhibits
See Exhibit Index on the page immediately preceding exhibits.
10PAGE
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.
Date: March 14, 1997 THERMO VOLTEK CORP.
By: John W. Wood Jr.
-------------------
John W. Wood Jr.
Chief Executive 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 indicated below, as of March 14,
1997.
Signature Title
--------- -----
By: John W. Wood Jr. Chairman of the Board, Chief Executive
---------------------
John W. Wood Jr. Officer, and Director
By: John N. Hatsopoulos Vice President and Chief Financial
---------------------
John N. Hatsopoulos Officer
By: Paul F. Kelleher Chief Accounting Officer
---------------------
Paul F. Kelleher
By Elias P. Gyftopoulos Director
---------------------
Elias P. Gyftopoulos
By: William W. Hoover Director
---------------------
William W. Hoover
By: Sandra L. Lambert Director
---------------------
Sandra L. Lambert
By: Theo Melas-Kyriazi Director
---------------------
Theo Melas-Kyriazi
By: Peter Richman Director
---------------------
Peter Richman
11PAGE
Report of Independent Public Accountants
To the Shareholders and Board of Directors of Thermo Voltek Corp.:
We have audited, in accordance with generally accepted auditing
standards, the consolidated financial statements included in Thermo
Voltek Corp.'s Annual Report to Shareholders incorporated by reference in
this Form 10-K, and have issued our report thereon dated February 6,
1997. Our audits were made for the purpose of forming an opinion on those
statements taken as a whole. The schedule listed in Item 14 on page 10 is
the responsibility of the Company's management and is presented for
purposes of complying with the Securities and Exchange Commission's rules
and is not part of the basic consolidated financial statements. This
schedule has been subjected to the auditing procedures applied in the
audits of the basic consolidated financial statements and, in our
opinion, fairly states in all material respects the consolidated
financial data required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.
Arthur Andersen LLP
Boston, Massachusetts
February 6, 1997
12PAGE
SCHEDULE II
THERMO VOLTEK CORP.
Valuation and Qualifying Accounts
(In thousands)
Balance Provision Balance
at Charged Accounts at
Beginning to Written End of
Description of Year Expense Off Other (a) Year
--------------------------------------------------------------------------
Year Ended
December 28, 1996
Allowance for
Doubtful Accounts $446 $103 $(11) $49 $587
Year Ended
December 30, 1995
Allowance for
Doubtful Accounts $343 $135 $(51) $ 19 $446
Year Ended
December 31, 1994
Allowance for
Doubtful Accounts $354 $101 $(147) $ 35 $343
(a) Allowances of businesses acquired during the year as described in Note
3 to Consolidated Financial Statements in the Registrant's 1996 Annual
Report to Shareholders and the effect of foreign currency translation.
13PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------------------------------------------------------------------------
2.1 Asset Purchase Agreement dated March 1, 1995, among KeyTek
Instrument Division of Thermo Voltek Corp., Kalmus
Engineering Incorporated, RF Power Labs, Incorporated, and
Frank Kalmus (filed as Exhibit 2.4 to the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1994 [File No. 1-10574] and incorporated herein by
reference). Pursuant to Item 601(b)(2) of Regulation S-K,
schedules to this Agreement have been omitted. The Company
hereby undertakes to furnish supplementally a copy of such
schedules to the Commission upon request.
2.2 Asset Purchase Agreement dated as of July 3, 1996,
between the Registrant and Pacific Power Source
Corporation (filed as Exhibit 2.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
June 29, 1996 [File No. 1-10574] and incorporated
herein by reference). Pursuant to Item 601(b)(2) of
Regulation S-K, schedules to this Agreement have been
omitted. The Company hereby undertakes to furnish
supplementally a copy of such schedules to the
Commission upon request.
3.1 Restated Certificate of Incorporation of the
Registrant, as amended (filed as Exhibit 3.1 to the
Registrant's Annual Report on Form 10-K for the year
ended January 2, 1993 [File No. 1-10574] and
incorporated herein by reference).
3.2 Composite Restatement of By-Laws, as amended (filed as
Exhibit 3.2 to the Registrant's Transition Report on
Form 10-K for the six months ended December 29, 1990
[File No. 1-10574] and incorporated herein by
reference).
4.1 Agreement between the Registrant and Thermedics dated
June 5, 1992, for Purchase of Note (filed as Exhibit 4
to the Registrant's Current Report on Form 8-K dated
June 5, 1992 [File No. 1-10574] and incorporated
herein by reference).
4.2 Fiscal Agency Agreement dated as of November 19, 1993,
among the Registrant, Thermo Electron, and Chemical
Bank (filed as Exhibit 4.3 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended January
1, 1994 [File No. 1-10574] and incorporated herein by
reference).
14PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------------------------------------------------------------------------
4.3 Guarantee Reimbursement Agreement dated February 7, 1994,
among the Registrant, Thermedics, Thermo Cardiosystems
Inc., and Thermo Electron (filed as Exhibit 4.4 to
Thermedics' Annual Report on Form 10-K for the fiscal year
ended January 1, 1994 [File No. 1-9567] and incorporated
herein by reference).
10.1 Amended and Restated Corporate Services Agreement dated
January 3, 1993, between Thermo Electron and the Registrant
(filed as Exhibit 10.3 to the Registrant's Annual Report on
Form 10-K for the year ended January 2, 1993 [File No.
1-10574] and incorporated herein by reference).
10.2 Form of Indemnification Agreement for Directors and
Officers of the Registrant (filed as Exhibit 10.13 to the
Registrant's Transition Report on Form 10-K for the six
months ended December 29, 1990 [File No. 1-10574] and
incorporated herein by reference).
10.3 Thermo Electron Corporate Charter as amended and restated
effective January 3, 1993 (filed as Exhibit 10.5 to the
Registrant's Annual Report on Form 10-K for the year ended
January 2, 1993 [File No. 1-10574] and incorporated herein
by reference).
10.4 Consulting Agreement between the Registrant and Peter
Richman, as of August 5, 1993 (filed as Exhibit 10.25 to
the Registrant's Quarterly Report on Form 10-Q for the
quarter ended July 3, 1993 [File No. 1-10574] and
incorporated herein by reference).
10.5 Lease Agreement dated August 2, 1993, between Comtest
Invest B.V. and Comtest Instrumentation B.V. (filed as
Exhibit 10.6 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended January 1, 1994 [File No.
1-10574] and incorporated herein by reference).
10.6 Note dated July 2, 1993, from the Registrant to Thermo
Electron Corporation (filed as Exhibit 10.7 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended January 1, 1994 [File No. 1-10574] and incorporated
herein by reference).
10.7 Amended and Restated Master Repurchase Agreement dated as
of July 2, 1996, between the Registrant and Thermo
Electron.
10.8 - 10.18 Reserved.
15PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------------------------------------------------------------------------
10.19 1985 Stock Option Plan of the Registrant (filed as Exhibit
10.14 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended June 30, 1985 [File No. 0-8245] and
incorporated herein by reference). (Maximum number of
shares issuable is 300,000 shares, after adjustment to
reflect 1-for-3 reverse stock split effected in November
1992 and 3-for-2 stock splits effected in November 1993 and
August 1996.)
10.20 1990 Stock Option Plan, as amended, of the Registrant
(filed as Exhibit 10.2 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended July 2, 1994 [File No.
1-10574] and incorporated herein by reference). (Maximum
number of shares issuable is 600,000 shares, after
adjustment to reflect share increases in 1993 and 1994,
1-for-3 reverse stock split effected in November 1992, and
3-for-2 stock splits effected in November 1993 and August
1996.)
10.21 Equity Incentive Plan of the Registrant (filed as Exhibit
10.49 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1994 [File No. 1-11406] and
incorporated herein by reference).
In addition to the stock-based compensation plans of the
Registrant, the executive officers of the Registrant may be
granted awards under stock-based compensation plans of
Thermo Electron and Thermedics for services rendered to the
Registrant or such affiliated corporations. Thermo
Electron's plans were filed as Exhibits 10.21 through 10.44
to the Annual Report on Form 10-K of Thermo Electron for
the fiscal year ended December 30, 1995, [File No. 1-8002]
and as Exhibit 10.19 to the Annual Report on Form 10-K of
Trex Medical Corporation for the fiscal year ended
September 28, 1996 [File No. 1-11827], and Thermedics'
plans were filed as Exhibits 10.18 through 10.22 to the
Annual Report on Form 10-K of Thermedics for the fiscal
year ended December 28, 1996 [File No. 1-9567], and are
incorporated herein by reference.
10.22 Deferred Compensation Plan for Directors of the Registrant
(filed as Exhibit 10.23 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended July 3, 1993
[File No. 1-10574] and incorporated herein by reference).
10.23 Directors' Stock Option Plan of the Registrant (filed as
Exhibit 10.23 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1994 [File No.
1-11406] and incorporated herein by reference).
16PAGE
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------------------------------------------------------------------------
10.24 Restated Stock Holdings Assistance Plan and Form of
Promissory Note.
11 Statement re: Computation of Earnings per Share.
13 Annual Report to Shareholders for the year ended December
28, 1996 (only those portions incorporated herein by
reference).
21 Subsidiaries of the Registrant.
23 Consent of Arthur Andersen LLP.
27 Financial Data Schedule.