-----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, SgAncumpcc0pYRveekIK0LARNIWllJ1HfZMBfRNXFluwUdcsq5Te1QEeO5EA0SCE 9nilTwZe7b6iMH4s/5gCIw== /in/edgar/work/0000950116-00-002818/0000950116-00-002818.txt : 20001123 0000950116-00-002818.hdr.sgml : 20001123 ACCESSION NUMBER: 0000950116-00-002818 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000531 FILED AS OF DATE: 20001122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERMAGNETICS GENERAL CORP CENTRAL INDEX KEY: 0000351012 STANDARD INDUSTRIAL CLASSIFICATION: [3490 ] IRS NUMBER: 141537454 STATE OF INCORPORATION: NY FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-11344 FILM NUMBER: 775766 BUSINESS ADDRESS: STREET 1: 450 OLD NISKAYUNA RD STREET 2: PO BOX 461 CITY: LATHAM STATE: NY ZIP: 12110-0461 BUSINESS PHONE: 5187821122 MAIL ADDRESS: STREET 1: 450 OLD NISKAYUNA ROAD STREET 2: PO BOX 461 CITY: LATHAM STATE: NY ZIP: 12110-0461 11-K 1 0001.txt 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM 11-K (Mark One) [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2000 -------------- or [ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from _____________to______________ Commission File Number 1-11344 ---------- A. Full title of the plan and the address of the plan, if different from that of the issuer named below: INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: INTERMAGNETICS GENERAL CORPORATION 450 Old Niskayuna Road Latham, New York 12110-0461 Intermagnetics General Corporation IGC Savings Plan Financial Statements and Supplemental Schedule May 31, 2000 and 1999 Intermagnetics General Corporation IGC Savings Plan Index - -------------------------------------------------------------------------------- Page(s) ------- Report of Independent Accountants............................................1 Independent Auditors' Report.................................................2 Financial Statements Statements of net assets available for benefits.......................3 Statements of changes in net assets available for benefits............4 Notes to financial statements.......................................5-8 Supplemental Schedule Schedule of assets held for investment purposes*......................9 * Refers to schedule required in Form 5500 (Annual Return/Report of Employee Benefit Plan) for the plan year ended May 31, 2000. Report of Independent Accountants To the Participants and Administrator of Intermagnetics General Corporation IGC Savings Plan In our opinion, the accompanying statement of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of Intermagnetics General Corporation IGC Savings Plan (the "Plan") at May 31, 2000, and the changes in net assets available for benefits for the year ended May 31, 2000 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with auditing standards generally accepted in the United States of America, which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of Assets Held for Investment Purposes is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ PricewaterhouseCoopers LLP November 17, 2000 1 Independent Auditors' Report The Plan Administrator Intermagnetics General Corporation IGC Savings Plan: We have audited the accompanying statement of net assets available for benefits of Intermagnetics General Corporation IGC Savings Plan as of May 31, 1999, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit 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 audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Intermagnetics General Corporation IGC Savings Plan as of May 31, 1999, and the changes in net assets available for benefits for the year then ended in conformity with generally accepted accounting principles. /s/ KPMG LLP Albany, New York July 16, 1999 2 Intermagnetics General Corporation IGC Savings Plan Statements of Net Assets Available for Benefits May 31, 2000 and 1999 - -------------------------------------------------------------------------------- 2000 1999 ASSETS Assets: Investments at fair value (Note 3): $22,084,031 $18,951,224 Cash 21,427 132 Participant contributions receivable 72,572 12,187 Employer contributions receivable 587,093 3,277 ----------- ----------- Net assets available for benefits $22,765,123 $18,966,820 =========== =========== The accompanying notes are an integral part of the financial statements. 3 Intermagnetics General Corporation IGC Savings Plan Statements of Changes in Net Assets Available for Benefits For the Years Ended May 31, 2000 and 1999 - --------------------------------------------------------------------------------
2000 1999 Investment income: Net appreciation in fair value of investments (Note 3) $ 1,950,488 $ 1,765,213 Interest and dividends 593,941 49,484 ----------- ----------- 2,544,429 1,814,697 Contributions: Participants 1,815,812 1,271,618 Employer 1,254,748 285,572 ----------- ----------- 3,070,560 1,557,190 ----------- ----------- Total additions 5,614,989 3,371,887 ----------- ----------- Deductions from net assets attributed to: Withdrawals and benefits paid to participants (1,734,558) (2,037,679) Administrative expenses (82,128) (98,795) ----------- ---------- Total deductions (1,816,686) (2,136,474) ----------- ----------- Net increase 3,798,303 1,235,413 Net assets available for benefits: Beginning of year 18,966,820 17,731,407 ----------- ----------- End of year $22,765,123 $18,966,820 =========== ===========
The accompanying notes are an integral part of the financial statements. 4 Intermagnetics General Corporation IGC Savings Plan Notes to Financial Statements - -------------------------------------------------------------------------------- 1. Description of the Plan The following brief description of Intermagnetics General Corporation IGC Savings Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General The Plan is a defined contribution employee savings plan covering substantially all employees of Intermagnetics General Corporation (the "Company") that became effective on February 1, 1985, as restated on June 1, 1989. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Eligibility An employee must complete 30 days of service from the date of employment, and have attained the age of 18 to be eligible to participate in the Plan. Employees can join the Plan on the first Monday of the month following the 30 days of employment. Contributions Employees who elect to participate in the Plan may contribute on a pretax basis up to 15% of their annual compensation, not to exceed certain Internal Revenue Code limitations. Employer contributions to the Plan are made equal to 50% of participant contributions, up to 5% of their gross compensation, which includes a participant's base compensation, overtime, fees, tips, profits, bonuses and commissions. Company contributions are allocated on the same basis as those chosen for participant contributions. Additional non-elective and/or profit-sharing contributions are at the discretion of the Company. The Company made non-elective discretionary contributions of approximately $800,000 during 2000, of which $566,000 is included in employer contributions receivable at May 31, 2000. There were no discretionary contributions made in 1999. Participant accounts Participants' accounts are credited with the participants' contributions and allocations of (a) the Company's contribution and, (b) Plan earnings, and charged with an allocation of administrative expenses. Allocations are based on participant account balances in the respective funds elected. The accumulated values of participants' account as of May 31 were as follows: 2000 1999 Active participants $18,980,805 $16,062,765 Terminated participants 3,784,318 2,904,055 ----------- ----------- $22,765,123 $18,966,820 =========== =========== Vesting All participants immediately vest in their contributions while employer matching contributions vest after one year of service, plus accumulated earnings thereon. A participant vests in non-elective and/or profit-sharing contributions, if any, based upon years of service and is 100% vested after five years of continuous service, death or disability, or upon attainment of age 65. 5 1. Description of the Plan, Continued Forfeitures Forfeitures, if any, from accounts of non-vested terminated participants are allocated to pay administrative expenses or to remaining participants in the same manner as Company contributions. There were no significant amounts forfeited during 2000 and 1999. Participant loans Participants may borrow from their accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balances. Loans are collateralized by the balance in the participant's account. Loan terms may not exceed five years, unless for the purchase of a primary residence. The loans bear interest at a rate of prime plus 1% at the time the loan is made, as determined by the plan administrator. Payment of benefits On termination of service due to death, disability or retirement, a participant becomes 100% vested and may elect to receive payment in the form of a lump-sum or defer payment until the later of death, disability, retirement or attainment of age 70-1/2. If a participant's account does not exceed $3,500 for participants joining the Plan before August 5, 1997 or $5,000 for participants joining the Plan thereafter, a lump-sum payment will be made. A participant may also elect benefits to be paid under the qualifying financial hardship provisions of the Plan. 2. Summary of Significant Accounting Policies Basis of presentation The accompanying financial statements have been prepared on the accrual basis of accounting. Investments Investments are stated at fair value. The fair value of investments in mutual funds are based on quoted redemption values on the last business day of the Plan year. The investments in the Exeter Trust Company collective investment trust funds are stated at fair value based on the market values of the underlying securities as reflected on the funds' financial statements. Intermagnetics General Corporation common stock ("IGC Stock Fund") owned by the Plan is carried at market value based on the latest quoted market prices on the last business day of the plan year. Participant loans are valued at cost, which approximates fair value. Security transactions are recorded on a trade-date basis. Gain or loss on sales of the Company's common stock is determined using the first-in, first-out (FIFO) method, and, for mutual and trust funds, based on the average cost for investments in the respective funds. Administrative expenses The Plan stipulates that all costs incurred in administering the Plan shall be borne by the Company, or if the Company elects not to pay such expenses, they should be paid from the plan. Administrative expenses paid by the Company on behalf of the Plan were approximately $22,000 and $16,000 during 2000 and 1999, respectively. 6 2. Summary of Significant Accounting Policies, Continued Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. 3. Investments A summary of plan investments as of and for the years ended May 31, 2000 and 1999 follows:
May 31, 2000 Net Appreciation (Depreciation) in Fair Value Fair During Year Value Investment in mutual funds: American Century Ultra Fund $ 1,311,472 $ 10,863,027 Neuberger and Berman Guardian Fund (281,980) 1,340,767 Strong Government Securities Fund (23,523) 589,170 Investment in Exeter Trust Company collective investment trusts: Long-Term Growth 269,197 3,221,573 Growth with Reduced Volatility 144,068 1,974,301 Defensive Growth 35,619 567,832 Stable Income 142,095 2,320,520 Participant loans - 566,233 IGC Stock Fund 353,540 640,608 ------------ ------------ $ 1,950,488 $ 22,084,031 ============ ============
May 31, 1999 Net Appreciation (Depreciation) in Fair Value Fair During Year Value Investment in mutual funds: American Century Ultra Fund $ 1,421,367 $ 7,940,955 Neuberger and Berman Guardian Fund (22,674) 1,603,314 Strong Government Securities Fund 34,474 650,643 Investment in Exeter Trust Company collective investment trusts: Long-Term Growth 217,989 3,129,102 Growth with Reduced Volatility 86,358 1,884,523 Defensive Growth 27,692 665,790 Stable Income 88,177 2,123,395 Participant loans - 540,282 IGC Stock Fund (88,170) 413,220 ------------ ------------ $ 1,765,213 $ 18,951,224 ============ ============
7 4. Plan Termination Although it has not expressed any intent to do so, the Company may terminate the Plan at any time. If the Plan is terminated, the assets of the Plan shall be distributed to the participants based upon the participants' respective accumulated account balances. 5. Income Tax Status The Internal Revenue Service has determined and informed the Company by a letter dated September 1, 1995, that the Plan qualifies under Section 401(a) of the Internal Revenue Code (IRC) and is, therefore, not subject to tax under present income tax law. Once qualified, the Plan is required to operate in conformity with the IRC in order to maintain its qualified plan status. The Plan administrator and the Plan's tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. Therefore, they believe that the Plan was qualified and was tax-exempt as of the financial statement date. 6. Reconciliation of Financial Statements to Form 5500 The following is a reconciliation of benefits paid to participants per the financial statements to Form 5500 as of May 31, 1999:
Benefits paid to participants per the financial statements $2,037,679 Less: Amounts allocated to withdrawing participants at May 31, 1999 50,441 ---------- Benefits paid to participants per Form 5500 $1,987,238 ==========
Amounts allocated to withdrawing participants are recorded on Form 5500 for benefit claims that have been processed and approved for payment prior to May 31, 1999 but not yet paid as of that date. There were no differences between the amounts reported on Form 5500 and these financial statements as of May 31, 2000. 8 Intermagnetics General Corporation IGC Savings Plan Schedule of Assets Held for Investment Purposes May 31, 2000 - --------------------------------------------------------------------------------
Face Value Description of or Number Current Identity of Issue Investment of Shares Value Cost American Century Ultra Fund Mutual Fund 259,075 $ 10,863,027 $ 9,357,192 Neuberger & Berman Guardian Fund Mutual Fund 91,770 1,340,767 1,382,076 Strong Funds Government Securities Fund Mutual Fund 58,858 589,170 615,000 Exeter Trust Long-Term Growth Mutual Fund 200,721 3,221,573 2,544,493 Exeter Trust Growth with Reduced Volatility Mutual Fund 138,160 1,974,301 1,595,043 Exeter Trust Defensive Growth Mutual Fund 42,281 567,832 510,886 Exeter Trust Stable Income Mutual Fund 183,006 2,320,520 2,254,927 *Intermagnetics General Corporation Common Stock 56,943 640,608 392,638 Participant Loans Loans 566,233 566,233 ------------ ------------ $ 22,084,031 $ 19,218,488 ============ ============
*Indicates that the issuer is a party-in interest as defined in the Employee Retirement Income Security Act of 1974. 9 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. INTERMAGNETICS GENERAL CORPORATION IGC SAVINGS PLAN (Name Of Plan) By: /s/Michael C. Zeigler ------------------------ Michael C. Zeigler Chief Financial Officer Dated: November 22, 2000 10 Exhibit Index Exhibit - ------- 23 Consent Of PricewaterhouseCoopers LLP 23(a) Consent of KPMG LLP 11 EX-23 2 0002.txt EXHIBIT 23 Exhibit 23 Consent of Independent Accountants To the Board of Directors Intermagnetics General Corporation We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 2-80041, 2-94701, 33-2517, 33-12762, 33-12763,33-38145, 33-44693, 33-50598, 33-55092, 33-72160, 333-10553, 333-42163 and333-75269) of Intermagnetics General Corporation of our report dated November 17, 2000 relating to the financial statements of Intermagnetics General Corporation IGC Savings Plan as of May 31, 2000, and for the year then ended, and related schedule, which appear in this Form 11-K. /s/ PricewaterhouseCoopers LLP Albany, New York November 20, 2000 EX-23.A 3 0003.txt EXHIBIT 23.A Exhibit 23(a) CONSENT OF INDEPENDENT AUDITORS The Board of Directors Intermagnetics General Corporation We consent to incorporation by reference in the registration statements on Form S-8 (Nos. 2-80041, 2-94701, 33-2517, 33-12762, 33-12763, 33-38145, 33-44693, 33-50598, 33-55092, 33-72160, 333-10553, 333-42163 and 333-75269) of Intermagnetics General Corporation of our report dated July 16, 1999, with respect to the statement of net assets available for benefits of the Intermagnetics General Corporation IGC Savings Plan as of May 31, 1999, and the related statement of changes in net assets available for benefits for the year then ended, which report appears in the May 31, 2000 annual report on Form 11-K of the Intermagnetics General Corporation IGC Savings Plan. /s/ KPMG LLP Albany, New York November 20, 2000 -----END PRIVACY-ENHANCED MESSAGE-----