-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NlnnJnsW7Rirg9TrbaT/3lKTZA6OapSmeybG7uBqayBzAXhEwmABFnjRr2jJgmG4 Mc0Iw66/PJU1gMMfNBb1IA== 0000276747-98-000002.txt : 19980218 0000276747-98-000002.hdr.sgml : 19980218 ACCESSION NUMBER: 0000276747-98-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980213 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROBINSON NUGENT INC CENTRAL INDEX KEY: 0000276747 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] IRS NUMBER: 350957603 STATE OF INCORPORATION: IN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-09010 FILM NUMBER: 98538915 BUSINESS ADDRESS: STREET 1: 800 E EIGHTH ST STREET 2: PO BOX 1208 CITY: NEW ALBANY STATE: IN ZIP: 47151-1208 BUSINESS PHONE: 8129450211 MAIL ADDRESS: STREET 1: PO BOX 1208 STREET 2: 800 E EIGHTH ST CITY: NEW ALBANY STATE: IN ZIP: 47151-1208 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended DECEMBER 31, 1997 ------------------------------- OR [ ] 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 0-9010 ------------------------------------------- ROBINSON NUGENT, INC. - -------------------------------------------------------------------- (Exact name of registrant as specified in its charter) INDIANA 35-0957603 - ------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 800 East Eighth Street, New Albany, Indiana 47151-1208 - ----------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (812) 945-0211 ----------------- 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date: As of January 31, 1998, the registrant had outstanding 4,891,765 common shares without par value. The Index to Exhibits is located at page 15 in the sequential numbering system. Total pages: 16. ROBINSON NUGENT, INC. AND SUBSIDIARIES INDEX Page No. -------- PART I. Financial Information: Item 1. Financial Statements Consolidated balance sheets at December 31, 1997, December 31, 1996 and June 30, 1997 ...........3 Consolidated statements of operations for the three and six months ended December 31, 1997 and December 31, 1996...........5 Consolidated statements of cash flows for the six months ended December 31, 1997 and December 31,1996 ...........6 Notes to consolidated financial statements ...........7 Item 2. Management's discussion and analysis of financial condition and results of operations ...........8 PART II. Other Information ..........12 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS ROBINSON NUGENT, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS)
December 31 June 30 - - ASSETS 1997 1996 1997 ------- ------- ------- (Unaudited) Current assets: Cash and cash equivalents $ 2,990 $ 2,323 $ 4,118 Accounts receivable, net 10,090 11,051 11,784 Inventories: Raw materials 1,146 1,739 1,294 Work in process 6,869 6,299 5,933 Finished goods 3,319 4,078 3,873 ------- ------- ------- Total inventories 11,334 12,116 11,100 Other current assets 1,688 1,873 1,371 ------- ------- ------- Total current assets 26,102 27,363 28,373 ------- ------- ------- Property, plant & equipment, net 21,204 22,658 21,188 Other assets 133 60 135 ------- ------- ------- Total assets $47,439 $50,081 $49,696 ======= ======= =======
See accompanying notes to consolidated financial statements. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (CONTINUED) ROBINSON NUGENT, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE DATA)
December 31 June30 ------------------ ------ - - LIABILITIES AND SHAREHOLDERS' EQUITY 1997 1996 1997 ------- ------- ------- (Unaudited) Current liabilities: Current installments of long-term debt $ 370 $ 420 $ 386 Short-term bank borrowings -- 6,400 -- Accounts payable 5,447 4,062 4,265 Accrued expenses 3,617 4,644 5,560 Income taxes 995 817 1,581 ------- ------- ------- Total current liabilities 10,429 16,343 11,792 Long-term debt, excluding current ------- ------- ------- installments 6,564 2,598 5,926 Deferred income taxes 824 1,003 838 ------- ------- ------- Total liabilities 17,817 19,944 18,556 ------- ------- ------- Shareholders' equity: Common shares without par value Authorized shares: 15,000,000; issued 6,851,250 shares 20,996 20,950 20,950 Retained earnings 20,632 19,768 21,290 Equity adjustment from foreign currency translation 1,113 2,628 2,073 Employee stock purchase plan loans and deferred compensation (123) (213) (177) Less 1,959,485 treasury shares (12,996) (12,996) (12,996) Total shareholders' equity 29,622 30,137 31,140 ------- ------- ------- Total liabilities and shareholders' equity $47,439 $50,081 $49,696 ======= ======= =======
See accompanying notes to consolidated financial statements. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (CONTINUED) ROBINSON NUGENT, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA)
Three Months Ended Six Months Ended December 31 December 31 ------------------ ----------------- 1997 1996 1997 1996 ------- ------- ------- ------- (Unaudited) (Unaudited) Net sales $19,576 $20,100 $38,119 $41,223 Cost of sales 16,052 15,852 31,209 32,248 ------- ------- ------- ------- Gross profit 3,524 4,248 6,910 8,975 Selling, general and administrative expenses 3,550 3,925 7,200 7,678 ------- ------- ------- ------- Operating income (loss) (26) 323 (290) 1,297 ------- ------- ------- ------- Other income (expense): Interest income 20 12 51 42 Interest expense (135) (187) (269) (374) Royalty income 1 20 2 50 Currency gain (loss) (68) 156 88 175 ------- ------- ------- ------- (182) 1 (128) (107) ------- ------- ------- ------- Income (loss) before income taxes (208) 324 (418) 1,190 Income taxes 24 186 (54) 650 ------- ------- ------- ------- Net income (loss) $ (232) $ 138 $ (364) $ 540 ======= ======= ======== ======= Per share data: Net income (loss) per common share $ (.05) $ .03 $ (.07) $ .11 ======= ======= ======== ======= Weighted average number of common shares outstanding 4,892 4,892 4,892 4,892 ======= ======= ======== ======= Net income (loss) per common share assuming dilution $ (.05) $ .03 $ (.07) $ .11 ======= ======= ======== ======= Adjusted weighted average number of common shares including common share equivalents 4,892 4,905 4,892 4,907 ======= ======= ======== ======= Dividends per common share $ .03 $ .03 $ .06 $ .06 ======= ======= ======== =======
See accompanying notes to consolidated financial statements. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (CONTINUED) ROBINSON NUGENT, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS)
Six Months Ended December 31 ----------------- 1997 1996 ------- ------- (Unaudited) Cash flows from operating activities: Net income, (loss) $ (364) $ 540 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,994 2,623 Losses from disposition of capital assets 4 66 Change in assets and liabilities: Receivables 1,694 (618) Inventories (234) 1,330 Other current assets (320) (166) Accounts payable and accrued expenses (761) (1,543) Income taxes (597) 545 ------ ------ Net cash provided by operating activities 2,416 2,777 Cash flows from investing activities: Capital expenditures (3,555) (1,875) Decrease in other assets (38) 9 ------ ------ Net cash used in investing activities (3,593) (1,866) ------ ------ Cash flows from financing activities: Proceeds from long-term debt 1,000 -- Repayments of long-term debt (279) (588) Cash dividends paid (294) (293) Repayments of employee stock purchase plan loans 14 98 Proceeds from stock purchase plan terminations 50 -- Stock options exercised 32 -- ------ ------ Net cash provided by (used in) financing activities 523 (783) ------ ------ Effect of exchange rate changes on cash (474) (173) ------ ------ Decrease in cash and cash equivalents (1,128) (45) Cash and cash equivalents at beginning of period 4,118 2,368 ------ ------ Cash and cash equivalents at end of period $2,990 $2,323 ====== ======
See accompanying notes to consolidated financial statements. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (CONTINUED) ROBINSON NUGENT, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) DECEMBER 31, 1997 AND 1996, AND JUNE 30, 1997 1. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary (all of which are normal and recurring) to present fairly the financial position of the Company and its subsidiaries, results of operations, and cash flows in conformity with generally accepted accounting principles. 2. In February of 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, "Earnings Per Share." The Company adopted this new standard in fiscal 1998, and it became effective in this quarterly report. This statement changes the required methods used to calculate earnings per share data, harmonizing U.S. GAAP requirements with that of International Accounting Standards No. 33. The major change from the previous calculation is the disclosure of basic EPS, which is computed by dividing reported earnings by the weighted-average common shares outstanding (without any adjustments for common stock equivalents), versus the current primary EPS calculation required by the superseded APB Opinion No. 15. Fully diluted EPS, now called diluted EPS, is still required, with the average market price of common stock used to determine common stock equivalents rather than the greater of the average market price or period ending closing price. The adoption of this standard does not have a material impact on these financial statements. 3. Reference is directed to the Company's consolidated financial statements (Form 10-K), including references to the Annual Report, for the year ended June 30, 1997 and management's discussion and analysis included in Part I, Item 2 in this report. PART I. FINANCIAL INFORMATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS - --------------------- Net sales for the quarter ended December 31, 1997 were $19,576,000, compared to sales of $20,100,000 in the same period a year ago. The sales in the quarter reflect an increase in sales in Asia offset by lower sales in the United States and Europe. Customer sales in Asia advanced by 39 percent or $513,000 due primarily to higher sales of PC board connectors and high density sockets. Customer sales in the United States decreased 5% or $689,000 compared to prior year, due primarily to lower sales of high density and screw machine sockets, and PC board connectors. Customer sales in Europe decreased 6% or $348,000, when measured in U.S. dollars. Customer sales in Europe stated in local currencies only decreased 2% or approximately $100,000. Net sales for the six months ended December 31, 1997 were $38,119,000, down 8% from sales of $41,223,000 for the same period a year ago. Customer sales were higher in Asia, but these increases were offset by lower customer sales in the United States and Europe. Customer sales in the United States decreased 12% or $3,236,000 compared to the prior year due primarily to lower sales of high density sockets. European sales were 10%, or $1,052,000, lower than the prior period when measured in U. S. dollars. Higher sales in Asia were due primarily to higher connector and cable assembly sales in Southeast Asia and Japan. Comparative sales by geographic territory for the respective periods follows:
Three Months Ended Six Months Ended ($000 omitted) December 31 December 31 ------------------- ---------------- 1997 1996 1997 1996 -------- -------- ------- ------- United States: Domestic $12,064 $12,699 $23,436 $26,087 Export: Europe 37 19 58 31 Asia -- 50 7 184 Rest of world 357 379 713 1,148 ------- ------- ------- ------- Total export sales 394 448 778 1,363 ------- ------- ------- ------- Total sales to customers 12,458 13,147 24,214 27,450 Intercompany 2,100 1,948 4,338 4,007 ------- ------- ------- ------- Total United States 14,558 15,095 28,552 31,457 ------- ------- ------- ------- Europe: Domestic 5,280 5,593 9,952 10,582 Export to Asia -- 35 -- 422 ------- ------- ------- ------- Total sales to customers 5,280 5,628 9,952 11,004 Intercompany 1,171 867 2,252 1,848 ------- ------- ------- ------- Total Europe 6,451 6,495 12,204 12,852 ------- ------- ------- ------- Asia: Domestic 1,838 1,325 3,953 2,674 Export to Europe -- -- -- 95 ------- ------- ------- ------- Total sales to customers 1,838 1,325 3,953 2,769 Intercompany 856 975 1,703 1,619 ------- ------- ------- ------- Total Asia 2,694 2,300 5,656 4,388 ------- ------- ------- ------- Eliminations (4,127) (3,790) (8,293) (7,474) ------- ------- ------- ------- Consolidated $19,576 $20,100 $38,119 $41,223 ======= ======= ======= =======
Incoming customer orders for the quarter ended December 31, 1997 were $19.9 million, compared to orders of $20.3 million in the same quarter a year ago. Customer orders for the six months ended December 31,1997 were $38.1 million compared to $41.3 million in the prior year, a decrease of $3.2 million or 1 percent. The Company ended the quarter with a backlog of unshipped orders of $14.5 million compared to $16.0 million a year ago. Gross profits in the quarter ended December 31, 1997 amounted to $3,524,000 or 18.1 percent of net sales, compared to $4,248,000 or 21.1 percent of net sales in the prior year. Gross profits are net of engineering charges associated with new product development. Engineering charges amounted to $884,000 or 4.5 percent of net sales in the current quarter compared to $762,000 or 3.8 percent of net sales in the prior year. The gross profits in the quarter reflect continued competitive price pressures, partially offset by lower manufacturing costs and higher gross profits from recently developed products. Gross profits for the six months ended December 31, 1997 amounted to $6,910,000 or 18.1 percent of net sales, compared to $8,975,000 or 21.8 percent of net sales in the prior year. Engineering expenses for the six months ended December 31, 1997 amounted to $1,871,000 or 4.9 percent of net sales compared to $1,535,000 or 3.7 percent of net sales in the prior year. Selling, general and administrative expenses of $3,550,000 for the three months ended December 31, 1997 decreased by $375,000 or 10 percent compared to expenses of $3,925,000 in the prior year. Lower compensation and marketing expenses in the United States and Europe offset a slight increase in general and administrative expenses in Asia. Expenses of $7,200,000 for the six months ended December 31, 1997 decreased by $478,000 or 6 percent compared to expenses of $7,678,000 in the prior year. This primarily reflected lower commissions, advertising and travel expenses. Other income and expense for the three months ended December 31, 1997 reflected a net expense of $182,000 compared to a net income of $1,000 for the comparable three month period in the prior year. The net expense resulted from a currency loss and interest expense on bank borrowings. Interest expense decreased to $135,000 compared to $187,000 in the prior year due to lower bank borrowings. Currency losses totaled $68,000 compared to gains of $156,000 in the prior year. Other income and expense for the six months ended December 31, 1997 reflected an expense of $128,000 compared to an expense of $107,000 for the comparable six month period in the prior year. Interest expense decreased to $269,000 compared to $374,000 in the prior year period due to lower bank borrowings. The provision for income taxes was provided using the appropriate effective tax rates for each of the tax jurisdictions in which the Company operates. An income tax benefit has been accrued for losses generated in the United States, but no tax benefit has been recognized on the pretax losses incurred in Belgium, Scotland and Japan. The income tax expense for profits generated in Malaysia were offset by the partial reversal of a valuation allowance for tax benefits of prior period net operating losses. The Company maintains a valuation allowance for tax benefits of prior period net operating losses in various tax jurisdictions. At such time as management is able to project the probable utilization of all or part of these net operating loss carryforward provisions, the valuation allowances for these deferred tax assets will be reversed. The net loss in the quarter ended December 31, 1997 amounted to $232,000 or 5 cents per share, compared to a net income of $138,000 or 3 cents per share, a year ago. The net loss for the six months ended December 31, 1997 amounted to $364,000 or 7 cents per share compared to $540,000 or 11 cents per share a year ago. Operations in the United States and Europe incurred net losses of $295,000 and $112,000, respectively, for the six months ended December 31, 1997. Asia operations generated a year-to-date net income of $43,000. The recent currency crisis in Asia had minimal impact on the Company's operating results in the first half of the year. While the operating results in Japan were unfavorably impacted by the strengthening of the U. S. dollar against the Japanese yen, operating results in Southeast Asia were affected favorably since most of the Company's sales to customers in Southeast Asia are transacted in U. S. dollars. These sales were not affected by the currency crisis significantly. Cost of sales and operating expenses in Southeast Asia were lower in the period due primarily to the devaluation of the Malaysian ringgit and the Singapore dollar, compared to the U. S. dollar. Management anticipates higher sales levels and a return to profitability as the year progresses. This improved performance will result from a return to higher revenue levels, and will be augmented by reductions in manufacturing costs and operating expenses. MATERIAL CHANGES IN FINANCIAL CONDITION Net working capital at December 31, 1997 amounted to $15.7 million compared to $11.0 million at December 31, 1996 and $16.6 million at June 30, 1997. The current ratio was 2.5 to 1 compared to 1.7 to 1 in the prior year. The increase in working capital, compared to the prior year, primarily reflects a reduction in short-term bank borrowings. In February 1997, the Company replaced its existing short-term line of credit agreement with a new long-term credit facility. Long-term borrowings under this facility were $5.0 million as of December 31, 1997. There were no significant changes in long-term debt in the quarter ended December 31, 1997. Long-term debt, excluding current installments, amounted to $6.6 million, or 22 percent of shareholders' equity at December 31, 1997, compared to $2.6 million or 9 percent of shareholders' equity at December 31, 1996. The Company believes working capital and capital expenditure requirements can be met from cash provided by operating activities, existing cash balances and borrowings available under the existing credit facility. DIVIDEND ACTION On January 22, 1998 the Board of Directors declared a regular quarterly dividend of 3 cents per share, payable February 19, 1998 to shareholders of record February 5, 1998. CAUTIONARY STATEMENTS FOR PURPOSES OF THE SAFE HARBOR In addition to statements of historical fact, this quarterly report contains forward-looking statements which are inherently subject to change, based on known and unknown risks, including but not limited to changes in the market and industry. Please refer to documents filed with the Securities and Exchange Commission for additional information on factors that could materially affect the Company's financial results. PART II. OTHER INFORMATION Item 1. Not applicable. Item 2. Effective January 22, 1998, the Board of Directors of the registrant, acting pursuant to the terms of the Rights Agreement dated as of April 21, 1988, between the registrant and Harris Trust and Savings Bank, as successor Rights Agent (the "Rights Agreement"), amended the Rights Agreement to extend the expiration date of the Rights outstanding thereunder to April 15, 2008. No other changes were made in the terms or conditions of the Rights. Item 3. Not applicable. Item 4. Submission of Matters to a Vote of Security Holders. The Annual Meeting of Shareholders of Robinson Nugent, Inc. was held on November 6, 1997 for the following purposes: 1. Election of three (3) directors to hold office for three (3) years from the meeting date as follows: Vote ---------------------------------- Shares: For Withheld No Vote --- -------- ------- Samuel C. Robinson 4,210,811 325,344 -- Jerrol Z. Miles 4,210,911 325,244 -- Richard W. Strain 4,210,911 325,244 -- and, the election of two (2) directors to hold office for two (2) years from the meeting date as follows: Vote --------------------------------- Shares: For Withheld No Vote --- -------- ------- Donald C. Neel 4,210,911 325,244 -- Ben M. Streepey 4,210,911 325,244 -- The following directors shall continue their term of office as a director from November 6, 1997: Richard L. Mattox - 1 years Diane T. Maynard - 1 years Patrick C. Duffy - 1 years Larry W. Burke - 2 years James W. Robinson - 2 years 2. The approval of an amendment to the 1993 Robinson Nugent, Inc. Employee and Non-Employee Director Stock Option Plan. Vote ------------------------------------ For Against Abstain No Vote --- ------- ------- ------- Shares: 2,926,324 580,163 23,084 -- 3. Ratification of the selection of Deloitte & Touche LLP as certified public accountants for the Company for the fiscal year ending June 30, 1998. Vote ------------------------------------ For Against Abstain No Vote --- ------- ------- ------- Shares: 4,478,218 6,126 51,811 -- Item 5. Mr. Samuel C. Robinson retired as Chairman of the Board of Directors effective January 22, 1998. Mr. Patrick C. Duffy was elected to replace Mr. Robinson as Chairman. Mr. Robinson will remain a Director of the Company. Item 6. Exhibits and Reports on Form 8-K. (a) See Index to Exhibits. (b) The Company filed an amended Form 8-K/A report on October 3, 1997, relating to a change in the Company's certifying accountant. SIGNATURES Pursuant to the requirements 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. ----------------------------------- (Registrant) Date February 13, 1998 /s/ Larry W. Burke ----------------------- ----------------------------------- Larry W. Burke President and ChiefExecutive Officer Date February 13, 1998 /s/ Robert L. Knabel ----------------------- ----------------------------------- Robert L. Knabel Vice President, Treasurer and Chief Financial Officer FORM 10-Q INDEX TO EXHIBITS Number of Sequential Item Numbering Assigned in System Regulation S-K Page Number Item 601 Description of Exhibit of Exhibit - ------------- ---------------------------- ------------ (2) Not applicable. (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, N.A. (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 between Robinson Nugent, Inc. and Bank One, Indianapolis, N.A. (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.) 4.5 Amendment No. 3 to Rights Agreement dated February 11, 1998. (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 year ended June 30, 1993.) 10.4 Summary of the Robinson Nugent, Inc. Employee Stock Purchase Plan (Incorporated by reference to Exhibit 19.2 to Form 10-K Report for 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. (Incorporated by reference to Exhibit 19.1 to Form 10-K Report for year ended June 30, 1990.) 10.6 Rabbi Trust Agreement dated July 1, 1996 between Robinson Nugent, Inc. and Dean Witter Trust Company, related to the deferred compensation agreement between Robinson Nugent, Inc. and Larry W. Burke President and Chief Executive Officer. (Incorporated by reference to Exhibit 10.6 to Form 10-K Report for year ended June 30, 1997.) 10.7 Summary of Robinson Nugent, Inc. Bonus Plan for the fiscal year ended June 30, 1998. (Incorporated by reference to Exhibit 10.7 to Form 10-K Report for year ended June 30, 1996.) (11) Not applicable. (15) Not applicable. (18) Not applicable. (19) Not applicable. (22) Not applicable. (23) Not applicable. (24) Not applicable. (27) Financial Data Schedule (99) Not applicable. EX-27 2
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ROBINSON NUGENT, INC. 10-Q FOR THE PERIOD ENDING DECEMBER 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS JUN-30-1998 JUL-01-1997 DEC-31-1997 2,990 0 10,662 572 11,334 26,102 61,922 40,718 47,439 11,334 0 20,996 0 0 8,626 47,439 38,119 38,119 31,209 31,209 7,200 0 269 (418) (54) (364) 0 0 0 (364) (.07) (.07)
EX-4 3 Exhibit 4.5 AMENDMENT NO. 3 TO RIGHTS AGREEMENT This Amendment No. 3 to Rights Agreement ("Amendment) is made and entered into as of this 11th day of February, 1998, by and between Robinson Nugent, Inc., an Indiana corporation (the "Company"), and Harris Trust and Savings Bank, as successor Rights Agent to Bank One, Indianapolis, N.A. (the "Rights Agent"). WITNESSETH: WHEREAS, the Company and the Rights Agent are parties to that certain Rights Agreement dated as of April 21, 1998, as amended (the "Rights Agreement"); and WHEREAS, the Company and the Rights Agent desire to further amend the Rights agreement; NOW THEREFORE, in consideration of the premises, the parties hereby agree as follows: 1. Section 1, paragraph P., of the Rights Agreement is hereby amended to read in its entirety as follows: P. "Expiration Date" shall mean the Close of Business on April 15, 2008. 2. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 3. The term "Agreement" as used in the Rights Agreement shall be deemed to refer to the Rights Agreement as amended hereby. 4. In all respects not inconsistent with the terms and provisions of this Amendment, the Rights Agreement is hereby ratified, adopted, approved and confirmed. In executing and delivering this Agreement, the Rights Agent shall be entitled to all privileges and immunities afforded to the Rights Agent under the terms and conditions of the Rights Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, all as of the day and year first above written. ROBINSON NUGENT, INC. By: /s/ Larry W. Burke -------------------- Name: Larry W. Burke -------------------- Title: President & CEO -------------------- HARRIS TRUST AND SAVINGS BANK, as successor Rights Agent to Bank One, Indianapolis, N.A. By: /s/ Simone Harris -------------------- Name: Simone Harris -------------------- Title: Trust Officer -------------------- CERTIFICATE The undersigned, the Secretary of Robinson Nugent, Inc., an Indiana corporation (the "Corporation"), hereby certifies to Harris Trust and Savings Bank, as successor Rights Agent to Bank One, Indianapolis, N.A. (the "Rights Agent"), as follows: 1. Amendment No. 3 to Rights Agreement, a copy of which is attached hereto as Exhibit A (the "Amendment"), was approved and adopted by the Board of Directors of the Corporation at a meeting held on January 22, 1998. 2. The Amendment is in compliance with the provisions of Section 27 of the Rights Agreement dated April 21, 1988, as amended, between the Corporation and the Rights Agent. IN WITNESS WEREOF, the undersigned has executed this Certificate this 11th day of February, 1998. /s/ Richard L. Mattox ------------------------- Richard L. Mattox Secretary -----END PRIVACY-ENHANCED MESSAGE-----