ITEM 1. BUSINESS
GENERAL
Robinson Nugent, Inc. (the "Company"), an Indiana corporation organized in 1955, designs, manufactures and markets electronic devices used to interconnect components of electronic systems. The Company's principal products are integrated circuit sockets; connectors used in board-to-board, wire-to-board, and wire-to-wire applications; and custom molded-on cable assemblies. The Company also offers application tooling that is used in applying wire and cable to its connectors.
The Company's products are used in electronic telecommunication equipment including switching and networking equipment such as servers and routers, modems and PBX stations; data processing equipment such as mainframe computers, personal computers, workstations, CAD systems and peripheral equipment such as printers, disk drives, plotters and point-of-sale terminals; industrial controls and electronic instruments, both medical and industrial; consumer products; automotive electronics; and in a variety of other applications.
Major markets are the United States, Europe, Japan, and the southeast Asian countries including Singapore and Malaysia. Manufacturing facilities are located in New Albany, Indiana; Dallas, Texas; Kings Mountain, North Carolina; Fremont, California; Delemont, Switzerland; Sungai Petani, Malaysia; Inchinnan, Scotland; and, as of February, 1995, Hamont-Achel, Belgium.
Corporate headquarters are located in New Albany, Indiana, which is the plant site for the Company's engineering, research and development, preproduction and testing of new products.
RECENT DEVELOPMENTS
In February 1995, the company acquired Teckino Manufacturing B.V.B.A. ("Teckino"), a manufacturing and engineering development company located in Hamont-Achel, Belgium. The company produces connectors and other specialized electronic molded parts. The acquisition has been accounted for by the purchase method of accounting and the results of operations of Teckino have been included in the company's consolidated financial statements since the date of acquisition.
The Company formed ISOCON L.C., a joint venture with Components Circuits Inc. of Tempe, Arizona in May, 1995. The new company, ISOCON L.C., was established to merge the technical and marketing resources of the two companies for the development and sale of special electronic connector products. These products address the opportunities created by emerging semiconductor packaging types known as area arrays and incorporate potential technology owned by ISOCON, L.C.
PRODUCTS
The Company produces a broad range of sockets that accommodate a variety of integrated circuit package styles. Sockets are offered for dual-in-line and pin grid array devices, as well as leaded and leadless chip carriers. Dual readout (DIMM) sockets were introduced in fiscal 1992. These sockets, which are designed to interconnect in-line memory modules, are among the fastest growing electronic interconnect products in world markets. The design concepts used in the Company's DIMM sockets are unique and involve features that have been protected by U.S. patents.
Sockets are used in a wide variety of applications within electronic equipment but are primarily used to interface integrated circuits, such as microprocessors and memory devices to an electronic printed circuit board. The demand for sockets is directly related to the demand for products which employ integrated circuits. In many applications, semiconductor devices are subject to replacement, which encourages the use of a socket rather than soldering the device directly to the printed circuit board.
The worldwide demand for dual in-line sockets is decreasing due to the maturity of the semiconductor package, while the demand for high-density and surface-mount sockets is increasing. The growing demand is due to the development of semiconductor package styles with very large counts of signal ports and new technologies such as ball grid and land grid array packages and interstitial pin patterns. The Company's newest socket products are designed to meet high-density and surface-mount requirements and contributed to the Company's sales growth in 1995.
The Company provides a broad range of electronic connectors, such as insulation displacement flat cable connectors (IDC), used in wire-to-wire and wire-to-board applications. The range of connectors also includes several product styles that provide for board-to-board or board-stacking (parallel- mounting) applications. The use of insulation displacement connectors in electronic hardware increases productivity by eliminating labor involved in stripping insulation from wires prior to attachment to the leads, and permits automation of the manufacture of cable assemblies.
The Company manufacturers a line of PCMCIA memory card sockets and headers for interconnect faxing, networking and computer expansion capabilities. In 1995, the Company broadened this line to include type III card connectors and other options which enhanced the interchangability of this product line within this industry.
The Company offers several product families in the two-piece style of connectors. These connectors are used to connect printed circuit boards which are positioned either at right angles, in-line, or parallel stacked at close intervals. The products offered include .025 inch square post connectors and receptacle sockets; DIN series connectors; high-density, high-pin-count connectors (HDC); half-pitch, high-density (PAK-50) connectors; 2-millimeter- spaced, high-density connectors (PAK-2); and a new higher pin count 2- millimeter-spaced connector (METPAK-Registered Trademark-2) used in backplane applications. In 1995, a new line of high density 1.0mm, .8mm and .5mm board stacking interconnects were introduced by the Company to address the growing demand for
miniaturized connectors in the portable computer and communication equipment markets.
The DIN series of connectors has many variations in connecting means and pin count. The product is based on a European standard, but has gained wide acceptance in the U.S. and all world markets. While there are a large number of producers of DIN connectors in Europe, the Company is one of a limited number of manufacturers producing the product in the U.S.
The high-pin-count, high-density connector (HDC) includes pin counts ranging from 60 to 492 in a three- and four-row configuration. This connector family, along with DIN connectors, is widely used on backplane applications and frequently requires the terminals to be press-fit to the backplane. This is accomplished by forming a compliant section in the tails of the connector contacts that, when pressed into a plated through-hole on a backplane, forms a reliable gas-tight connection without soldering. The Company has become recognized as a leader in press-fit backplane connectors and has focused marketing efforts in promoting its products for this type of application.
The Company's half-pitch (PAK-50) connector family has been accepted as one of the industry's most reliable .050 inch spaced connectors. The contact design and compact shape has gained wide acceptance in applications, such as small form factor computers that require connectors that are highly reliable yet consume little space.
The design of a low profile, surface-mounted socket, called PAK-2 serves the requirements of miniature disk drives and PDA (personal digital assistance) sectors of this industry.
The METPAK-Registered Trademark-2 series of connectors includes four and five row versions of both standard and inverse configurations. The METPAK- Registered Trademark-2 is a new industry standard connector style used in board- to-board applications and over time will displace some of the more mature product types. This product line has wide acceptance in new designs, primarily in the computer workstation, communication and networking markets.
Technology continues to move the industry to an ever-increasing number of circuits per socket or connector to meet the increasing complexity of electronics systems or the increased capacity and processing speed of semiconductor devices. This results in increased demand for high-density connector products. Just as in sockets, the Company is focusing its new product development in connector products that meet these technology trends. High- density connector products were a major factor for the Company's growth in sales in 1994 and 1995.
Customers expect connector manufacturers to provide special tools required to utilize sockets and connectors. The Company offers a line of insertion and extraction tools in support of the socket, IDC, I/O, and two-piece connector lines.
Cablelink, Incorporated, a wholly-owned subsidiary of the Company, produces cable assemblies of various types including IDC, fabricated and molded-on cable assemblies. Cablelink utilizes Robinson Nugent connectors whenever possible, but also provides cable assemblies with other
manufacturers' connectors if the customer is specific regarding its requirements.
In addition to standard products, the Company provides engineering assistance and design and manufacturing of custom and derivative products. These products may require special production tooling that, in some cases, is paid for by the customer, shared, or amortized over future orders, depending upon contractual agreements reached with the customer. In some cases, the customer supplies the Company with a complete product design, but more often the design is produced solely by Company engineers. Current trends in the market indicate a growing demand for custom and derivative products. There is also an increased demand for the Company's engineers to be involved in the early development of the customer's product design.
RESEARCH, DEVELOPMENT AND ENGINEERING
The Company's engineering efforts are directed toward the development of new products to meet customer needs and improvement of manufacturing processes and adaptation of new materials to all products. New products include new creations as well as design of derivative products to meet both the needs of the general market and customer proprietary custom designs. Engineering development covers new or improved manufacturing processes, assembly and inspection equipment, and the adaptation of new plastics and metals to all products. In recent years, the Company's products have become more sophisticated and complex in response to developments in semiconductors and their application. In 1994, the Company added the engineering capability to analyze customer high-speed applications and to design connectors that reduce electrical interference that can result from very high processing speeds of newer and more powerful microprocessors. In 1995, the Company's European operation's development capabilities were expanded with the acquisition of Teckino. Teckino's developmental skills in precision miniature connecting systems and electronic molded parts will enhance Europe's ability to produce unique designs to fulfill customer requirements. The Company's expenditures for research, development and engineering were approximately $3.1 million in 1995, $2.5 million in 1994, and $2.0 million in 1993.
The Company's joint venture, ISOCON L.C. with Components Circuits, Inc. of Tempe, Arizona, enhances the Company's capabilities in the area array socket market. This technology is designed to connect printed circuit boards to a variety of integrated circuit packages such as land grid arrays, ball grid arrays and multichip modules without the use of solder.
Consistent with industry direction, the Company is also active in improving manufacturing processes through automation and application of the latest technologies and designs to its proprietary assembly equipment. The Company continues to apply advanced technologies, such as laser and video devices, to automatically inspect products during the assembly process. All new assembly machines are direct microcomputer-controlled, which provides greater flexibility in the manufacturing process. The Company continues to install the latest technology in its electroplating process and replace older injection molding machines with the latest programmable controls.
SALES AND DISTRIBUTION
The Company sells its products in the United States and international markets. The major market is the U.S. which produces approximately two-thirds of the consolidated sales of the Company. Its principal markets outside the U.S. are Canada, Europe, including the United Kingdom, Japan, Singapore, Malaysia, Hong Kong, and the emerging market of China. The southeast Asian countries continue to grow rapidly, and the Company has established a marketing and sales headquarters in Singapore. Sales to other Far East countries provide business opportunities and are expected to grow moderately. Sales in China have been initiated and have resulted in the Company doing business in China through its Hong Kong distributor.
Sales outside the U.S. accounted for 40 percent of total sales in fiscal 1995, 34 percent in fiscal 1994 and 33 percent in fiscal 1993. The Company believes that development of global markets is essential. This is particularly the case in Asia where the market is the fastest growing in the world and is currently considered the second largest market for electronics and connector products. The Company does not believe that its international business presents any unusual risks other than with respect to changes in currency exchange rates. The following table sets forth the percentage of Company sales by major geographical location for the periods shown:
YEARS ENDED JUNE 30 --------------------------------------- 1995 1994 1993 ---- ---- ---- United States 60% 66% 67% Europe 25 19 22 Asia 13 14 10 Other 2 1 1 ---- ---- ---- 100% 100% 100% ---- ---- ---- ---- ---- ----
During 1995, the Company had sales to a single customer in excess of 10% of total net sales. No sales to a single customer exceeded 10% of total net sales in 1994 or 1993.
Other financial data relating to domestic and foreign operations are included in Note (16), Business Segment and Foreign Sales, of Notes to Consolidated Financial Statements and the Management's Discussion and Analysis of the Results of Operations and Financial Condition, included herein or incorporated by reference as a part of this Report.
Principal markets in North America, Europe, and Asia are served by the Company's direct sales force and a network of distributors serving the electronic industry. The Company has U.S. regional offices located in the; San Francisco, California; and Chicago, Illinois metropolitan areas. Other Company sales offices are located in Japan, Singapore, England, Germany, Sweden, Netherlands, France, and Italy. These offices service customers to whom the Company sells directly, provide coordination between the plants and customers, and provide technical training and assistance to distributors and manufacturers' representatives in their respective territories. Additional marketing expertise is provided by the product marketing specialists located in New Albany, Indiana; Kings Mountain, North Carolina; London, England; and Eindhoven, Netherlands, who provide assistance and technical information in
support of all field requirements. The Company increased its marketing resources and personnel in 1995 consistent with increased engineering and the launching of new products developed during the year.
The Company engages independent manufacturers' representative firms in the United States, Canada and several Far East countries, who are granted exclusive territories and agree not to carry competing products. These firms are paid on a commission basis on sales made to original equipment manufacturers and to distributors. All representative relationships are subject to termination by either party on short notice.
The Company has an international network of distributors who are responsible for serving their respective customers from an inventory of the Company's products. Approximately 35 percent of the Company's worldwide sales are made through the distributor network. No distributor is required to accept only the franchise of the Company. All distributor agreements are subject to termination by either party on short notice.
BACKLOG
The Company's backlog was approximately $15.3 million at June 30, 1995, $13.6 million at June 30, 1994, and $11.3 million at June 30, 1993. These amounts represent orders with firm shipment dates acceptable to the customers. The Company does not manufacture pursuant to long-term contracts, and purchase orders are generally cancelable subject to payment by the customer for charges incurred up to the date of cancellation. With just-in-time delivery objectives, customers have reduced order quantities, but are placing orders more frequently and expecting shorter lead times from point of order to point of shipment.
COMPETITION
There is active competition in all of the Company's standard product lines. The Company's competitors include both large corporations having significantly more resources than the Company and smaller, highly specialized firms. The Company competes on the basis of customer service, product performance, quality, and price. Management believes that the Company's capabilities in service, in new product design and efforts to reduce cost of products are significant factors in maintaining the Company's competitive position.
MANUFACTURING
The Company's manufacturing operations include plastic molding, electroplating and assembly. The Company designs and builds the majority of its automated and semiautomated assembly machines for use in-house and utilizes subcontractors on a limited basis for product assembly where volume does not warrant the cost of automation.
RAW MATERIALS AND SUPPLIES
The Company utilizes copper alloys, precious metals, and plastics in the manufacture of its products. Although some raw materials are available from
only a few suppliers, the Company believes it has adequate sources of supply for its raw material and component requirements.
Use of gold is significant, but has declined in demand over the past several years. Plating processes using ROBEX-TM-, a palladium nickel alloy, and tin have accelerated in demand from customers of the Company. As a result of a gold consignment agreement with a bank, the Company is not exposed to a significant market risk of carrying gold inventories. The Company is not required to procure its gold under this arrangement, and may acquire gold from other sources. The Company is not obligated beyond one year with any supplier.
HUMAN RESOURCES
As of June 30, 1995, the Company had approximately 650 full-time employees.
PATENTS AND TRADEMARKS
Management believes that success in the electronic connector industry is dependent upon engineering and production skills and marketing ability; however, there is a trend in the industry toward more patent consideration and protection of proprietary designs and knowledge. The Company has pursued patent applications more frequently. The Company reviews each new product design for possible patent application. The Company has been granted several patents over the past three years and is presently awaiting acceptance on other pending applications. The Company has obtained registration of its trade and service marks in the United States and in major foreign markets.
ENVIRONMENT
The Company's manufacturing facilities are subject to several laws and regulations designed to protect the environment. In the opinion of management, the Company is complying with those laws and regulations in all material respects and compliance has not had and is not expected to have a material effect upon its operations or competitive position.
EXECUTIVE OFFICERS OF THE COMPANY
The current executive officers of the Company are:
SERVED IN PRESENT NAME AGE POSITIONS HELD CAPACITY SINCE - - ------------------- --- ----------------- ------------------ Larry W. Burke 55 President & Chief 1990 Executive Officer
Anthony J. Accurso 45 Vice President, 1994 Treasurer & Chief Financial Officer
W. Michael Coutu 44 Vice President of 1992 Operations
Thomas E. Merten 40 Vice President of 1991 Marketing
The Bylaws of the Company provide that the officers are to be elected at each Annual Meeting of the Board of Directors. Under the Indiana Business Corporation Law, officers may be removed by the Board of Directors at any time, with or without cause.
ITEM 2.
ITEM 2. PROPERTIES
The Company owns a 36,000-square-foot building used for its executive offices, engineering department, quality assurance and administrative operations, and an adjacent 83,000-square-foot manufacturing facility located on approximately four acres in New Albany, Indiana. Manufacturing operations at New Albany were terminated on June 30, 1988 as a result of the consolidation of U.S. manufacturing of connectors and sockets in the Company's Dallas, Texas facility. A portion of the manufacturing facility is utilized by the Company's engineering, research and preproduction development groups. Manufacturing operations were reinstituted in 1990 on a limited basis and have been expanded each year thereafter. In addition, the New Albany facility is instrumental in training plant personnel on new equipment prior to release to the manufacturing facilities in New Albany, Dallas, Europe and Malaysia.
The Company owns a 60,000-square-foot manufacturing facility located on approximately five acres in Dallas, Texas, and a 50,000-square-foot manufacturing facility located on approximately two acres in Delemont, Switzerland. The Company's Cablelink operations are in a leased facility of approximately 40,000 square feet in Kings Mountain, North Carolina and a leased facility of approximately 10,000 square feet located in Fremont, California. In June, 1991, a new manufacturing facility with approximately 21,000 square feet was acquired under a long-term lease arrangement in Sungai Petani, Malaysia for expansion of the Cablelink operation. In February, 1992, the Company occupied a manufacturing facility with approximately 10,000 square feet in Issogne, Italy under a three-year lease in connection with the acquisition of its new cable assembly operation. The Company closed this facility in October, 1993 and relocated manufacturing operations to other plant sites.
In July, 1993, the Company acquired a facility with approximately 25,000 square feet in Inchinnan, Scotland under a long-term lease and relocated connector assembly operations from Delemont, Switzerland. In February, 1995, the Company acquired a manufacturing and engineering facility with approximately 14,000 square feet in Hamont-Achel, Belgium as part of the Teckino acquisition.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
Other than ordinary routine litigation incidental to the business, there are no pending legal proceedings to which the Company is a party.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of security holders of the Company during the fourth quarter of the fiscal year covered by this report.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information included under the caption "Share Price Range and Dividend Information" on page 17 of the Company's 1995 Annual Report to Shareholders (the "1995 Report") is incorporated herein by reference.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA.
The information contained in the columns "1991-1995" in the table under the caption "Ten-Year Financial Summary" on pages 12 and 13 of the 1995 Report is incorporated herein by reference.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND THE RESULTS OF OPERATIONS.
The information contained under the caption "Management's Discussion and Analysis of the Results of Operations and Financial Condition" on pages 14 through 16 of the 1995 Report is incorporated herein by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information contained in the "Consolidated Financial Statements of the Company and Notes thereto" and the report of independent accountants on pages 18 through 31 in the 1995 Report is incorporated herein by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
The information contained under the caption "Ratification of Selection of Certified Public Accountants" in the Company's definitive 1995 Proxy Statement filed pursuant to Rule 14a-6 is incorporated herein by reference.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information included under the captions "Nominees," "Business Experience of Directors," "Family Relationships," and "Compliance with Section 16(a) of the Securities Exchange Act of 1934" in the Company's definitive 1995 Proxy Statement filed pursuant to Rule 14a-6 is incorporated herein by reference.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
The information included under the captions "Compensation of Directors," "Compensation Committee Interlocks and Insider Participation," "Executive Compensation," "Report of the Compensation and Stock Option Committees," and "Stock Performance Graph" in the Company's definitive 1995 Proxy Statement filed pursuant to Rule 14a-6 is incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information contained under the captions "Beneficial Ownership of Common Shares" and "Nominees" in the Company's definitive 1995 Proxy Statement filed pursuant to Rule 14a-6 is incorporated herein by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information contained under the caption "Certain Transactions" in the Company's definitive 1995 Proxy Statement filed pursuant to Rule 14a-6 is incorporated herein by reference.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(A) DOCUMENTS FILED AS A PART OF THIS REPORT.
(1) FINANCIAL STATEMENTS
Reports of Independent Accountants
Consolidated Balance Sheets as of June 30, 1995, 1994, and 1993
Consolidated Statements of Income for the years ended June 30, 1995, 1994, and 1993
Consolidated Statements of Shareholders' Equity for the years ended June 30, 1995, 1994, and 1993
Consolidated Statements of Cash Flows for the years ended June 30, 1995, 1994, and 1993
Notes to Consolidated Financial Statements
(2) FINANCIAL STATEMENT SCHEDULE
Schedule for the years ended June 30, 1995, 1994, and 1993:
II Valuation and Qualifying Accounts
All other schedules are omitted, as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes.
(3) EXHIBITS
See Index to Exhibits.
(B) REPORTS ON FORM 8-K
The Company did not file a Form 8-K during the last quarter of its fiscal 1995.
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.
ROBINSON NUGENT, INC.
Date: September 21, 1995 By: /s/ Larry W. Burke -------------------- --------------------------------------- Larry W. Burke, President and 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 and on the dates indicated.
Date: September 21, 1995 By: /s/ Samuel C. Robinson ------------------- --------------------------------------- Samuel C. Robinson, Director
Date: September 21, 1995 By: /s/ Larry W. Burke ------------------- --------------------------------------- Larry W. Burke, Director, President and Chief Executive Officer (Principal Executive Officer)
Date: September 21, 1995 By: /s/ Patrick C. Duffy ------------------- --------------------------------------- Patrick C. Duffy, Director
Date: September 21, 1995 By: /s/ Richard L. Mattox ------------------- --------------------------------------- Richard L. Mattox, Director
Date: September 21, 1995 By: /s/ Diane T. Maynard ------------------- --------------------------------------- Diane T. Maynard, Director
Date: September 21, 1995 By: /s/ Lawrence Mazey ------------------- --------------------------------------- Lawrence Mazey, Director
Date: September 21, 1995 By: /s/ Jerrol Z. Miles ------------------- --------------------------------------- Jerrol Z. Miles, Director
Date: September 21, 1995 By: /s/ James W. Robinson ------------------- --------------------------------------- James W. Robinson, Director
Date: September 21, 1995 By: /s/ Richard W. Strain ------------------- --------------------------------------- Richard W. Strain, Director
Date: September 21, 1995 By: /s/ Anthony J. Accurso ------------------- --------------------------------------- Anthony J. Accurso, Vice President, Treasurer and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
ROBINSON NUGENT, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
JUNE 30, 1995, 1994, AND 1993
Financial Statement Schedule for the years ended June 30, 1995, 1994, and 1993 is included herein:
II Valuation and Qualifying Accounts
All other schedules are omitted, as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of Robinson Nugent, Inc.
We have audited the accompanying consolidated balance sheets of Robinson Nugent, Inc. and Subsidiaries, as of June 30, 1995, 1994 and 1993, the related consolidated statements of income, shareholders' equity and cash flows and the financial statement schedule for each of the three years then ended as listed in Item 14 of this Form 10-K for the year ended June 30, 1995. These consolidated financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and the financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Robinson Nugent, Inc. and Subsidiaries, as of June 30, 1995, 1994 and 1993, and the results of their operations and their cash flows for each of the three years then ended in conformity with generally accepted accounting principles. In addition, in our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information required to be included therein for the years ended June 30, 1995, 1994 and 1993.
COOPERS & LYBRAND L.L.P.
Louisville, Kentucky August 4, 1995
See footnotes on following page.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (CONT'D.) ROBINSON NUGENT, INC. AND SUBSIDIARIES (IN THOUSANDS OF DOLLARS)
ROBINSON NUGENT, INC.
FORM 10-K FOR FISCAL YEAR ENDED JUNE 30, 1995
INDEX TO EXHIBITS
NUMBER SEQUENTIAL ASSIGNED IN NUMBERING SYSTEM REGULATION S-K PAGE NUMBER ITEM 601 DESCRIPTION OF EXHIBIT OF EXHIBIT - - -------------- ---------------------- ----------------
(3) 3.1 Articles of Incorporation of Robinson Nugent, Inc. (Incorporated by reference to Exhibit 3.1 to Form S-1 Registration Statement No. 2-62521.)
3.2 Articles of Amendment of Articles of Incorporation of Robinson Nugent, Inc. filed September 1, 1978 (Incorporated by reference to Exhibit B(1) to Form 10-K Report for year ended June 30, 1980.)
3.3 Articles of Amendment of Articles of Incorporation of Robinson Nugent, Inc. filed November 14, 1983 (Incorporated by reference to Exhibit 3.3 to Form 10-K Report for year ended June 30, 1984.)
3.4 Amended and Restated Bylaws of Robinson Nugent, Inc. adopted November 7, 1991. (Incorporated by reference to Exhibit 19.1 to Form 10-K Report for year ended June 30, 1992).
(4) 4.1 Specimen certificate for Common Shares, without par value. (Incorporated by reference to Exhibit 4 to Form S-1 Registration Statement No. 2-62521.)
4.2 Rights Agreement dated April 21, 1988 between Robinson Nugent, Inc. and Bank One, Indianapolis, NA. (Incorporated by reference to Exhibit I to Form 8-A Registration Statement dated May 2, 1988.)
4.3 Amendment No. 1 to Rights Agreement dated September 26, 1991. (Incorporated by reference to Exhibit 4.3 to Form 10-K Report for year ended June 30, 1991.)
4.4 Amendment No. 2 to Rights Agreement dated June 11, 1992. (Incorporated by reference to Exhibit 4.4 to Form 8-K Current Report dated July 6, 1992.)
(9) No exhibit.
(10) 10.1 Robinson Nugent, Inc. 1983 Tax-Qualified Incentive Stock Option Plan. (Incorporated by reference to Exhibit 10.1 to Form 10-K Report for year ended June 30, 1983.)
10.2 Robinson Nugent, Inc. 1983 Non Tax- Qualified Incentive Stock Option Plan. (Incorporated by reference to Exhibit 10.2 to Form 10-K Report for year ended June 30, 1983.)
10.3 1993 Robinson Nugent, Inc. Employee and Non-Employee Director Stock Option Plan. (Incorporated by reference to Exhibit 19.1 to Form 10-K Report for the year ended June 30, 1993.)
10.4 Summary of The Robinson Nugent, Inc. Stock Employee Stock Purchase Plan. (Incorporated by reference to Exhibit 19.2 to Form 10-K Report for the year ended June 30, 1993.)
10.5 Deferred compensation agreement dated May 10, 1990 between Robinson Nugent, Inc. and Larry W. Burke, President and Chief Executive Officer, and related agreement dated May 10, 1990 between Robinson Nugent, Inc. and PNC Bank, Kentucky, Inc.(formerly Citizens Fidelity Bank and Trust Company of Louisville, Kentucky) as trustee. (Incorporated by reference to Exhibit 19.1 to Form 10-K Report for year ended June 30, 1990.)
10.6 Deferred compensation agreement dated May 10, 1990 between Robinson Nugent, Inc. and Clifford G. Boggs, former Vice President, Treasurer and Chief Financial Officer, and related agreement dated May 10, 1990 between Robinson Nugent, Inc. and PNC Bank, Kentucky, Inc. (formerly Citizens Fidelity Bank and Trust Company of Louisville, Kentucky) as trustee. (Incorporated by reference to Exhibit 19.2 to Form 10-K Report for year ended June 30, 1990.)
10.7 Summary of Robinson Nugent, Inc. Bonus 23 Plan for the fiscal year ended June 30, 1995.
(11) No exhibit.
(12) No exhibit.
(13) 1995 Annual Report to Shareholders of 24 Robinson Nugent, Inc.
(16) No exhibit.
(18) No exhibit.
(21) The subsidiaries of the registrant. 48
(22) No exhibit.
(23) Consent of Coopers & Lybrand L.L.P. 49 Independent Accountants
(24) No exhibit.
(27) Financial Data Schedule.
(28) No exhibit.