-----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, TfOX3taV1rPKMHPhaAYhZWQjcVEsRry/15TwjmGYR3bi+3MD70x+HwAH607Xv0Ra 8R5jvchOVOj8pp0b4kp98Q== 0000046709-98-000005.txt : 19980317 0000046709-98-000005.hdr.sgml : 19980317 ACCESSION NUMBER: 0000046709-98-000005 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980313 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HELIX TECHNOLOGY CORP CENTRAL INDEX KEY: 0000046709 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 042423640 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-06866 FILM NUMBER: 98565306 BUSINESS ADDRESS: STREET 1: NINE HAMPSHIRE STREET STREET 2: NINE HAMPSHIRE ST CITY: MANSFIELD STATE: MA ZIP: 02048 BUSINESS PHONE: 5083375111 MAIL ADDRESS: STREET 1: NINE HAMPSHIRE STREET CITY: MANSFIELD STATE: MA ZIP: 02048 FORMER COMPANY: FORMER CONFORMED NAME: CRYOGENIC TECHNOLOGY INC DATE OF NAME CHANGE: 19760707 10-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Fiscal Year Ended December 31, 1997 Commission File Number 0-6866 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to HELIX TECHNOLOGY CORPORATION (Exact name of registrant as specified in its charter) Delaware 04-2423640 (State of incorporation) (IRS Employer Identification No.) Mansfield Corporate Center, Nine Hampshire Street, Mansfield, Massachusetts 02048-9171 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (508) 337-5111 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $1 Par Value (Title of Class) Indicate by checkmark 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 by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] The aggregate market value of the registrant's common stock held by nonaffiliates of the registrant as of February 20, 1998, (computed by reference to the quoted selling prices of such stock in the over-the-counter market), was $423,595,000. The number of shares outstanding of the registrant's Common Stock, $1 Par Value, as of February 20, 1998 was 19,830,206. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Annual Proxy Statement for the registrant's 1998 Annual Meeting of Stockholders to be filed with the SEC in March 1998 are incorporated by reference into Part III, Items 10-12. HELIX TECHNOLOGY CORPORATION 10-K Annual Report Commission File No. 0-6866 For Fiscal Year Ended December 31, 1997 PART I Item 1. Business General - HELIX TECHNOLOGY CORPORATION ("the Company"), a Delaware corporation organized in 1967, is engaged in the development and application of cryogenic and vacuum technology. The Company provides innovative solutions to customer requirements in select markets worldwide. Through its CTI-CRYOGENICS ("CTI") operations, the Company provides critical vacuum components and subsystems used in a broad range of electronic component manufacturing equipment. The principal customers for CTI's vacuum products are involved in the production of semiconductors, optical and magnetic data storage media and advanced information displays. The Cryo-Torr cryogenic vacuum pump product line combines the expertise of CTI in both cryogenics and vacuum technology. (Cryo-Torr is a registered trademark of Helix Technology Corporation.) CTI's On-Board cryogenic vacuum pumping system incorporates built-in microprocessor capabilities to provide on-line performance monitoring and diagnostics. (On-Board is a registered trademark of Helix Technology Corporation.) The Company maintains Customer Support Centers strategically located throughout the world to provide replacement parts, overhaul, repair and upgrade services. The Company's unique GUTS rapid response system is designed to assure that users of the Company's products have direct, twenty-four-hour a day access to the resources of the Customer Support Centers. (GUTS is a registered trademark of Helix Technology Corporation.) The Company encounters competition in both domestic and foreign markets for its products. Competition comes from smaller firms and from larger firms that have greater total resources than the Company. The absence of statistics makes it impossible to state the Company's precise position in its served markets, although the Company believes it enjoys a leadership in the market for cryogenic vacuum pumping systems. Customer service, product quality, performance and price are all factors in selling the Company's products. The Company's business is, generally, not dependent on the availability of raw materials or components from any single source. Certain components, however, may be available from only one or two qualified sources. The Company's policy is to develop alternative sources for components and, where possible, to avoid using scarce raw material in its products. The Company holds many U.S. and foreign patents in the field of vacuum and cryogenics that it believes are significant to its operations, which expire at various times during the period ending 2015. No patents, which the Company considers significant, expire during the next five years. Trademarks are considered important to the Company's business. These trademarks are protected by registration in the United States and other countries in which the Company's products are marketed. - 2 - PART I Item 1. Business (continued) The Company and Ulvac Corporation of Chigasaki, Japan, operate a joint venture, Ulvac Cryogenics, Inc. ("UCI") formed in 1981, which manufactures and sells cryogenic vacuum pumps, principally to Ulvac Corporation. Each company owns 50% of UCI and made initial cash investments of approximately $100,000, with no subsequent cash investments. The joint venture arrangement included a license and technology agreement from the Company and a management and consultation agreement from Ulvac Corporation. The Company and Ulvac Corporation essentially share control of the joint venture. Backlog - The backlog of orders believed to be firm was approximately $5.9 million on December 31, 1997, compared to $5.3 million at December 31, 1996. The Company expects to recognize revenues from essentially all of the December 31, 1997 backlog during the 1998 calendar year. Research and Development - The Company expended $8,899,000 in 1997 on research and development efforts compared to $7,668,000 and $4,534,000 in 1996 and 1995, respectively. These expenditures reflect development activities relating to product enhancements and new products for commercial applications. Employment - Total employment in the Company at the end of 1997 was 453 compared with 423 and 404 at the end of 1996 and 1995, respectively. Environmental Affairs - Compliance with federal, state and local provisions relating to environmental quality has not had, and is not expected to have, a material impact upon capital expenditures, earnings or the competitive position of the Company. Financial Information about Industry Segments and Major Customers - The Company's one industry segment is cryogenic and vacuum equipment. The Company's largest customer represented 29%, 28% and 30% of sales for 1997, 1996 and 1995, respectively. Information concerning operations in different geographic areas is included in Note G of Notes to Consolidated Financial Statements included elsewhere in this report. Item 2. Properties The Company leases and occupies two buildings in Mansfield, Massachusetts, totaling approximately 218,000 square feet. The lease for its corporate headquarters and manufacturing operations expires December 31, 2006. The lease includes scheduled base rent increases through the term of the lease and renewal options for up to fifteen additional years. The Company also leases space to house remote customer support facilities. A facility of approximately 11,000 square feet is leased in Santa Clara, California, a facility of 12,000 square feet is leased in Austin, Texas, and a facility of 1,300 square feet is leased in Phoenix, Arizona. A total of approximately 16,000 square feet is leased in Europe to house three customer support centers. The Company believes that its facilities are adequate to support its current operations. - 3 - PART I Item 3. Legal Proceedings In the normal course of business, the Company is subject to various legal proceedings and claims. The Company believes that the ultimate outcome of these matters will not have a material effect on its financial statements. Item 4. Submission of Matters to a Vote of Security Holders During the quarter ended December 31, 1997, no matters were submitted to a vote of security holders through the solicitation of proxies or otherwise. PART II Item 5. Market for the Registrant's Common Stock and Related Security Holder Matters The Company's common stock is traded on the Over-The-Counter market (NASDAQ symbol HELX). At December 31, 1997, there were 19,830,206 shares of common stock outstanding and approximately 750 common stockholders of record. Cash Dividend Per Common Share and Price Range of Common Stock The cash dividend per common share and price range of the Company's common stock by quarter are: First Second Third Fourth 1997 Quarter Quarter Quarter Quarter - -------------------------------------------------------------------------------- Stock price High (1) $ 18.63 $ 21.00 $ 33.38 $ 31.53 Low (1) $ 14.13 $ 15.00 $ 19.50 $ 17.50 Cash dividend per share (1) $ .175 $ .175 $ .175 $ .210 First Second Third Fourth 1996 Quarter Quarter Quarter Quarter - -------------------------------------------------------------------------------- Stock price High (1) $ 20.63 $ 21.44 $ 19.63 $ 16.63 Low (1) $ 12.50 $ 13.63 $ 11.63 $ 12.63 Cash dividend per share (1) $ .125 $ .175 $ .175 $ .175 (1) Market prices and per share data reflect a two-for-one common stock split effective November 1997. (Note E) The Board of Directors declared a quarterly cash dividend of $0.21 per common share payable on March 19, 1998, to common stockholders of record at the close of business on March 5, 1998. - 4 - PART II Item 6. Selected Financial Data
(in thousands except per share data) 1997 1996 1995 1994 1993 - --------------------------------------------------------------------------------------------------------------------------- Net sales $131,519 $128,383 $123,667 $86,761 $63,863 Net income $ 21,315 $ 21,957 $ 20,985 $10,603 $ 5,021 (2) Basic net income per share (1) $ 1.08 $ 1.12 $ 1.08 $ .55 $ .27 (2) Diluted net income per share (1) $ 1.07 $ 1.10 $ 1.05 $ .54 $ .27 (2) Cash dividends per share (1) $ .735 $ .65 $ .29 $ .145 $ .10 Total assets $ 81,666 $ 71,759 $ 69,074 $45,386 $32,662 Capitalized lease obligations $ - $ - $ - $ 36 $ 81 Basic shares (1) 19,768 19,670 19,478 19,146 18,944 Diluted shares (1) 19,970 19,978 20,010 19,698 19,124 (1) All share and per share data reflect a two-for-one common stock split effective November 1997. (Note E) (2) Includes $108,000 ($0.01 per share) cumulative tax benefit from adoption of SFAS No. 109 in 1993.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations - 1997 Compared With 1996 Net sales for 1997 increased to $131.5 million, an increase of $3.1 million or 2% compared with the prior year. The growth in sales resulted primarily from record sales of the Company's cryogenic vacuum products and services used principally by semiconductor manufacturers worldwide. Sales showed sequential quarterly improvement during the first three quarters of 1997 as the global market for semiconductor capital equipment strengthened. Sales decreased in the fourth quarter due to uncertainty in the Asian market. Total gross profit as a percentage of net sales was 47.4% in 1997 compared with 47.0% in 1996. The increase in gross profit was principally due to efficiencies derived from the Company's flexible manufacturing strategies and ongoing cost reduction initiatives. Research and development expenses increased to $8.9 million or 6.8% of net sales for fiscal 1997 as compared to $7.7 million or 6.0% of net sales for the prior fiscal period. This increase reflects continued funding by the Company of long-term strategic development programs in response to the increasing demand for new products and product enhancements from the semiconductor industry. - 5 - PART II Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Selling, general and administrative expenses increased to $24.2 million or 18.4% of net sales for fiscal 1997 as compared to $20.9 million or 16.3% of net sales for the prior fiscal year. This increase is primarily due to increases in salaries and variable compensation expense, and to increased sales and marketing efforts worldwide. Interest income for 1997 was $1.5 million compared with $1.3 million for 1996, reflecting higher cash and cash equivalent balances during the year. Royalty and equity income from the Company's joint venture in Japan improved $.3 million over 1996. The Company's provision for income taxes was $11.2 million and $12.5 million in 1997 and 1996, respectively. The difference between the statutory federal tax rate and the Company's effective tax rate of 34.4% and 36.25% for 1997 and 1996, respectively, is principally due to state and foreign income taxes. The lower tax rate for 1997 is primarily due to increased tax credits for research and development expenditures. Liquidity and Capital Resources Net cash provided by operating activities was $23.5 million in 1997. The Company invested $4.5 million, primarily in machinery and equipment during 1997. As of December 31, 1997, there are no anticipated material future capital expenditures. Cash dividends paid to stockholders increased to $14.5 million from $12.8 million for 1996. At December 31, 1997, the Company had informal bank money market lines of credit of $12 million. There have been no borrowings under these agreements since 1993. Since the agreements are informal and unused, terms would be negotiated as necessary. The Company does not anticipate utilizing these lines of credit in the near term. The Company manages its foreign exchange rate risk arising from intercompany foreign currency denominated transactions through the use of foreign currency forward contracts. The gains and losses on these transactions are not material. The Company believes anticipated cash flow from operations and funds available under existing credit lines will be adequate to fund operations through 1998 and that it has opportunities to consider further financing options should additional funds be required. Results of Operations - 1996 Compared With 1995 Net sales for 1996 increased to $128.4 million, an increase of $4.7 million or 4% compared with prior year sales. The growth in sales resulted primarily from record sales of the Company's cryogenic vacuum products and services used principally by semiconductor manufacturers worldwide. Sales in the second half of 1996 were sharply lower than in the first half as a result of the slowdown in the global market for semiconductors and the equipment required to produce these devices. - 6 - PART II Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Total gross profit as a percentage of net sales improved 1.8 percentage points during 1996 compared with 1995. The increase in gross margin was principally due to efficiencies derived from the Company's manufacturing competencies. As a result of the Company's flexible manufacturing strategy, gross margins remained strong at the low revenue levels of the second half of 1996. The Company's investment in research and development increased 69% in 1996 compared with 1995. Incorporation of our On-Board technology in a full range of vacuum components will allow us to offer a broader range of products to our current market. The Company has been developing unique vacuum solutions for customers who are moving to larger wafer sizes and finer geometries in next generation semiconductors. The Company continues to fund long-term strategic development programs despite short-term market conditions. The increase in Selling, general and administrative expenses was primarily attributable to increases in selling costs and was somewhat offset by performance-based management compensation expense. Interest income for 1996 was $1.3 million compared with $.6 million for 1995, reflecting significantly higher cash and cash equivalent balances during the year. Royalty and equity income from the Company's joint venture in Japan improved $88,000 over 1995. The Company's provision for income taxes was $12.5 million and $12.7 million in 1996 and 1995, respectively. The difference between the statutory federal tax rate and the Company's effective tax rate of 36.25% and 37.75%, for 1996 and 1995, respectively, is principally due to state and foreign income taxes. The change in the Company's effective tax rate between 1996 and 1995 is due to increased tax credits for research and development combined with higher foreign tax credits. Year 2000 Certain of the Company's internal computer systems are not Year 2000 ready (i.e., such systems use only two digits to represent the year in date data fields and, consequently, may not accurately distinguish between the 20th and 21st centuries or may not function properly at the turn of the century). The Company has been taking actions intended to either correct such systems or replace them with Year 2000 ready systems. The Company expects to implement successfully the systems and programming changes necessary to address Year 2000 issues and does not believe that the cost of such actions will have a material effect on the Company's results of operations or financial condition. - 7 - PART II Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) New Accounting Pronouncements In June 1997, the Financial Accounting Standards Board issued Financial Accounting Standards No. 130, "Reporting Comprehensive Income" (SFAS 130). SFAS 130 establishes standards for the reporting and display of comprehensive income and its components in a full set of general purpose financial statements. Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from nonowner sources. The impact of adopting SFAS 130, which is effective for the Company in 1998, has not been determined. In June 1997, the Financial Accounting Standards Board issued Financial Accounting Standards No. 131, "Disclosure about Segments of an Enterprise and Related Information" (SFAS 131). SFAS 131 requires public companies to report segment information on the basis used internally to measure segment performance in complete financial statements and in condensed interim financials issued to stockholders. This segment information includes their products and services, the geographic areas in which they operate and their major customers. The impact of adopting SFAS 131, which is effective for the Company in 1998, has not been determined. Business Risks and Uncertainties The Company operates in a changing and cyclical business environment that involves a number of risks, some of which are beyond the Company's control. The Company's future results will depend on its continued ability to manage through the cyclical nature of the semiconductor capital equipment industry, the Company's ability to introduce new products to meet its customers' demands for higher productivity and reliability, and the dependence of the Company on key customers and key suppliers. Forward-Looking Statements This Annual Report, other SEC filings, and pronouncements and press releases made from time to time by the Company through its senior management may include a number of forward-looking statements, including, but not limited to, statements with respect to the Company's future financial performance, operating results, plans and objectives. Such statements are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those anticipated by such statements depending upon a variety of factors, some of which are itemized in the "Business Risks and Uncertainties" section above. The Company undertakes no responsibility to update any forward-looking statements that may be made to reflect events or circumstances occurring after the dates the statements were made or to reflect the occurrence of unanticipated events. - 8 - PART II Item 8. Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES COVERED BY THE REPORT OF INDEPENDENT ACCOUNTANTS Page(s) Report of Independent Accountants..........................................17 Consolidated Financial Statements of Helix Technology Corporation Consolidated Balance Sheets as of December 31, 1997 and 1996........18 Consolidated Statements of Operations for the Years Ended December 31, 1997, 1996 and 1995................................19 Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 1997, 1996 and 1995............20 Consolidated Statements of Cash Flows for the Years Ended December 31, 1997, 1996 and 1995..........................21 Notes to Consolidated Financial Statements.......................22-32 Report of Independent Accountants..........................................33 Quarterly Results (Unaudited)..............................................34 Financial Statement Schedules for the Years Ended December 31, 1997, 1996 and 1995 II. Valuation and Qualifying Accounts..........................35 Schedules other than those listed above have been omitted since they are either inapplicable or not required. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The Company did not change accountants or file a Form 8-K reporting a disagreement on an accounting principle, practice or financial statement disclosure during the twenty-four-month period ended December 31, 1997. - 9 - PART III Item 10. Directors and Executive Officers of The Registrant Officers are elected annually by the Board and serve at the discretion of the Board. Set forth below is information regarding the current Executive Officers of the Company who are not Directors of the Company. Mr. Robert Anastasi is 51 and has served the Company as Senior Vice President since July 1997 and Vice President since June 1991. Mr. Michael El-Hillow is 46 and has served the Company as Senior Vice President and Chief Financial Officer since July 1997 and Vice President and Chief Financial Officer since April 1997. He was Vice President and Chief Financial Officer of A.T. Cross Company from January 1991 until April 1997. Mr. Christopher Moody is 42 and has served the Company as Senior Vice President since August 1997. He was Vice President of Japan Sales at KLA-Tencor Corporation from April 1996 until August 1997 and Director of Sales for KLA Instruments Wafer Inspection Division from January 1995 until April 1996. He served as National Sales Manager at Eaton Corporation, Semiconductor Equipment Division, from 1993 until January 1995. Mr. Richard Paynting is 50 and has served the Company as Senior Vice President since July 1997 and Vice President since August 1996. He was Director of New Products at Bose Corporation from May 1991 until August 1996. Additional information required by this item is incorporated herein by reference to the registrant's proxy statement for its 1998 Annual Meeting of Stockholders which will be filed with the SEC in March 1998, pursuant to Regulation 14A. Item 11. Executive Compensation Information required by this item is incorporated herein by reference to the registrant's proxy statement for its 1998 Annual Meeting of Stockholders which will be filed with the SEC in March 1998, pursuant to Regulation 14A. Item 12. Security Ownership of Certain Beneficial Owners and Management Information required by this item is incorporated herein by reference to the registrant's proxy statement for its 1998 Annual Meeting of Stockholders which will be filed with the SEC in March 1998, pursuant to Regulation 14A. Item 13. Certain Relationships and Related Transactions There were no related party transactions. - 10 - PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K Page Number(s) or Incorporation by Description Reference to (a) Financial Statements, Schedules & Exhibits: (1), (2) The Consolidated Financial Statements 9 and required schedules are indexed under Item 8. (3) Exhibits required by Item 601 of SEC Regulation S-K. (Exhibit numbers refer to exhibit number on Table I.) 3. Articles of Incorporation Exhibit 3 to the Restated articles of incorporation Company's Form 10-Q as amended on May 7, 1987, and for the Quarter Ended May 18, 1988. September 30, 1988. By-laws Exhibit (3)-3 to the As amended on December 10, 1986, and Company's Form 10-K December 9, 1987. for the Year Ended December 31, 1987. 4A. Description of Common Stock Exhibit 3 to the Company's Form 10-Q for the Quarter Ended September 30, 1988. 4B. Description of Preferred Stock Exhibit 3 to the Company's Form 10-Q for the Quarter Ended September 30, 1988. - 11 - PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (continued) Page Number(s) or Incorporation by Description Reference to 10. Material Contracts: (1) Basic agreement between the Company Exhibit 10.13 to and Ulvac Corporation dated a Registration August 17, 1981. Statement on Form S-2, Registration No. 2-84880. (2) Lease agreement dated July 24, 1984, Exhibit 10-(14) between WRC Properties, Inc., as to the Company's Lessor, and the Company as Lessee. Form 10-K for the Year Ended December 31, 1984. (3) Lease Agreement dated May 23, 1991, Exhibit 10-(14) to the between Mansfield Corporate Center Company's Form 10-K Limited Partnership, as Lessor, and for the Year Ended the Company as Lessee. December 31, 1991. Compensation Plans, Contracts and Arrangements: (4) The Company's 1996 Equity Incentive Exhibit A to the Plan. Company's Proxy Statement for its 1996 Annual Meeting of Stockholders held on April 24, 1996. (5) The Company's 1996 Stock Option Plan Exhibit B to the for Non-Employee Directors. Company's Proxy Statement for its 1996 Annual Meeting of Stockholders held on April 24, 1996. - 12 - PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (continued) Page Number(s) or Incorporation by Description Reference to (6) The Company's informal incentive Exhibit 10.9 to a bonus plan. Registration Statement on Form S-2, Registration No. 2-84880. (7) Employment agreement dated Exhibit 9-(14) to the December 13, 1989, as amended Company's Form 10-K and restated on February 13, 1992, for the Year Ended and re-executed on May 28, 1992, December 31, 1992. between the Company and Robert J. Lepofsky. (8) The Company's Section 125 Plan. Exhibit 18 to Form 8, Amendment No. 1 to 1985 Annual Report on Form 10-K. (9) The Company's Amended and Exhibit 10-(11) to the Restated Employee Savings Plan Company's Form dated December 15, 1994. 10-K for the Year Ended December 31, 1994. (10) The Company's Amended and Restated Exhibit 10-(12) to the Employees' Pension Plan dated Company's Form December 15, 1994. 10-K for the Year Ended December 31, 1994. (11) The Company's Amended and Restated Exhibit 10-(13) to the Employee Personal Account Plan Company's Form dated December 15, 1994. 10-K for the Year Ended December 31, 1994. - 13 - PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (continued) Page Number(s) or Incorporation by Description Reference to (12) The Company's Supplemental Exhibit 14-(14) to the Key Executive Retirement Plan Company's Form effective February 13, 1992. 10-K for the Year Ended December 31, 1992. (13) Employment Agreement dated July 18, 1997 between the Company and Robert E. Anastasi. (14) Employment Agreement dated July 18, 1997 between the Company and Michael El-Hillow. (15) Employment Agreement dated August 18, 1997 between the Company and Christopher Moody. (16) Employment Agreement dated July 18, 1997 between the Company and Richard J. Paynting. 11. Schedule of Computation of Income per Share 21. Subsidiaries of the Registrant 23. Consent of Independent Accountants 27. Financial Data Schedule (EDGAR version only) (b) The Company did not file any reports on Form 8-K during the quarter ended December 31, 1997. (c) Exhibits required by Item 601 of Regulation S-K are indexed under (a)(3) above. (d) Separate financial statements of: (1) subsidiaries not consolidated and fifty percent or less owned persons; (2) affiliates whose securities are pledged as collateral; and (3) Schedules I, III, and IV are not filed because they are either not applicable or the items do not exceed the various disclosure levels. - 14 - 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, this 13th day of March, 1998. HELIX TECHNOLOGY CORPORATION (Registrant) /s/ Robert J. Lepofsky ----------------------------------------- Robert J. Lepofsky 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 on this 13th day of March, 1998, in the capacities indicated. Signatures Titles (i) Principal Executive Officer /s/ Robert J. Lepofsky --------------------------- Robert J. Lepofsky President and Chief Executive Officer (ii) Principal Financial and Accounting Officer /s/ Michael El-Hillow --------------------------- Michael El-Hillow Senior Vice President, Chief Financial Officer and Chief Accounting Officer - 15 - (iii) A Majority of the Board of Directors /s/ Arthur R. Buckland Director ------------------------- Arthur R. Buckland /s/ Matthew O. Diggs, Jr. Director ------------------------- Matthew O. Diggs, Jr. /s/ Frank Gabron Director ------------------------- Frank Gabron /s/ Robert J. Lepofsky Director ------------------------- Robert J. Lepofsky /s/ Marvin G. Schorr Director and Chairman of the Board ------------------------- Marvin G. Schorr /s/ Wickham Skinner Director ------------------------- Wickham Skinner /s/ Mark S. Wrighton Director ------------------------- Mark S. Wrighton - 16 - REPORT OF INDEPENDENT ACCOUNTANTS To The Board Of Directors and Stockholders of Helix Technology Corporation: We have audited the accompanying consolidated balance sheets of Helix Technology Corporation as of December 31, 1997 and 1996, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 1997. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements 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 financial statements referred to above present fairly, in all material respects, the consolidated financial position of Helix Technology Corporation as of December 31, 1997 and 1996, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 1997, in conformity with generally accepted accounting principles. /s/ Coopers & Lybrand L.L.P. ---------------------------- Coopers & Lybrand L.L.P. Boston, Massachusetts February 6, 1998 - 17 - HELIX TECHNOLOGY CORPORATION CONSOLIDATED BALANCE SHEETS
December 31, (in thousands except share data) Notes 1997 1996 - -------------------------------------------------------------------------------------------------------------------- ASSETS Current: Cash and cash equivalents (including repurchase agreements of $24,500 in 1997 and $18,500 in 1996) A $ 33,360 $ 29,378 Receivables - net of allowances of $150 in 1997 and $148 in 1996 15,371 11,525 Inventories A 11,287 12,370 Deferred income taxes A&D 4,215 3,414 Other current assets 1,096 842 Total Current Assets 65,329 57,529 Property, plant and equipment at cost A 27,094 24,219 Less: accumulated depreciation (17,370) (15,837) Net property, plant and equipment 9,724 8,382 Other assets A&F 6,613 5,848 TOTAL ASSETS $ 81,666 $ 71,759 LIABILITIES AND STOCKHOLDERS' EQUITY Current: Accounts payable $ 4,695 $ 4,780 Payroll and compensation E 3,691 3,438 Retirement costs H 2,960 2,212 Income taxes A&D 2,931 1,049 Other accrued liabilities 343 442 Total Current Liabilities 14,620 11,921 Commitments C - - Stockholders' Equity: Preferred stock, $1 par value; authorized 2,000,000 shares; issued and outstanding: none - - Common stock, $1 par value; authorized 30,000,000 shares; issued and outstanding: 19,830,206 in 1997 and 19,725,180 in 1996 E 19,830 19,725 Capital in excess of par value 1,897 811 Currency translation adjustment A&F 71 833 Retained earnings E 45,248 38,469 Total Stockholders' Equity 67,046 59,838 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 81,666 $ 71,759 The accompanying notes are an integral part of these financial statements.
- 18 - HELIX TECHNOLOGY CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended December 31, (in thousands except per share data) Notes 1997 1996 1995 - ------------------------------------------------------------------------------------------------------- ---------------- Net sales $131,519 $128,383 $123,667 Costs and expenses: Cost of sales 69,210 68,081 67,740 Research and development A 8,899 7,668 4,534 Selling, general and administrative E 24,189 20,922 19,588 102,298 96,671 91,862 Operating income 29,221 31,712 31,805 Joint venture income F 1,744 1,480 1,392 Interest income 1,527 1,282 621 Other - (32) (104) Income before taxes 32,492 34,442 33,714 Income taxes A&D (11,177) (12,485) (12,729) Net income $ 21,315 $ 21,957 $ 20,985 Net income per share: Basic A&E $ 1.08 $ 1.12 $ 1.08 Diluted A&E $ 1.07 $ 1.10 $ 1.05 Number of shares used in per share calculations: Basic A&E 19,768 19,670 19,478 Diluted A&E 19,970 19,978 20,010 The accompanying notes are an integral part of these financial statements.
- 19 - HELIX TECHNOLOGY CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Capital Par in Excess Translation Retained (in thousands except per share data) Value of Par Adjustment Earnings Total - --------------------------------------------------------------------------------------------------------------------------- Balance, December 31, 1994 as previously reported $ 9,668 $ 2,157 $1,043 $ 21,477 $ 34,345 Two-for-one stock split (Note E) 9,668 (2,157) - (7,511) - As restated 19,336 - 1,043 13,966 34,345 Shares issued for stock options 370 2,523 - - 2,893 Income tax benefit from exercise of stock options - 1,273 - - 1,273 Shares tendered for exercise of stock options (152) (2,403) - - (2,555) Currency translation adjustment - - 264 - 264 Net income - - - 20,985 20,985 Cash dividends ($.29 per share) - - - (5,652) (5,652) Balance, December 31, 1995 19,554 1,393 1,307 29,299 51,553 Shares issued for stock options 419 1,417 - - 1,836 Income tax benefit from exercise of stock options - 1,739 - - 1,739 Shares tendered for exercise of stock options (168) (2,843) - - (3,011) Retirement of treasury stock (80) (895) - - (975) Currency translation adjustment - - (474) - (474) Net income - - - 21,957 21,957 Cash dividends ($.65 per share) - - - (12,787) (12,787) Balance, December 31, 1996 19,725 811 833 38,469 59,838 Shares issued for stock options 157 1,625 - - 1,782 Income tax benefit from exercise of stock options - 448 - - 448 Shares tendered for exercise of stock options (52) (987) - - (1,039) Currency translation adjustment - - (762) - (762) Net income - - - 21,315 21,315 Cash dividends ($.735 per share) - - - (14,536) (14,536) Balance, December 31, 1997 $19,830 $ 1,897 $ 71 $ 45,248 $ 67,046 The accompanying notes are an integral part of these financial statements.
- 20 - HELIX TECHNOLOGY CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, (in thousands) 1997 1996 1995 - --------------------------------------------------------------------------------------------------------------------------- Cash flows from operating activities: Net income $ 21,315 $ 21,957 $ 20,985 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation and amortization 3,176 3,235 2,562 Decrease in noncurrent deferred income taxes - (388) (174) Undistributed earnings of joint venture, other (1,527) (962) (418) Increase in accrual for performance-based executive compensation 1,300 750 1,938 Net change in other operating assets and liabilities (1) (732) 2,092 (665) Net cash provided by operating activities 23,532 26,684 24,228 Cash flows from investing activities: Capital expenditures (4,518) (3,291) (3,051) Net cash used by investing activities (4,518) (3,291) (3,051) Cash flows from financing activities: Decrease in capital lease obligations - - (36) Shares tendered for exercise of stock options (1,039) (3,011) (2,555) Net cash provided by employee stock plans 543 1,061 713 Purchase of treasury stock - (975) - Cash dividends paid (14,536) (12,787) (5,652) Net cash used by financing activities (15,032) (15,712) (7,530) Increase in cash and cash equivalents 3,982 7,681 13,647 Cash and cash equivalents, January 1 29,378 21,697 8,050 Cash and cash equivalents, December 31 $ 33,360 $ 29,378 $ 21,697 (1) Change in other operating assets and liabilities: (Increase)/decrease in accounts receivable $ (3,846) $ 6,449 $ (5,755) (Increase)/decrease in inventories 1,083 (248) (2,566) (Increase)/decrease in other current assets (1,055) (661) (549) Increase/(decrease) in accounts payable (85) (1,778) 1,662 Increase/(decrease) in other accrued expenses 3,171 (1,670) 6,543 Net change in other operating assets and liabilities $ (732) $ 2,092 $ (665) Income taxes paid $ 9,992 $ 15,288 $ 8,217 Supplemental disclosure of non-cash activity: In 1997 and 1996, $1,240,000 and $775,000, respectively, was reclassed from accrued executive compensation to equity in connection with issuance of stock options. The accompanying notes are an integral part of these financial statements.
- 21 - HELIX TECHNOLOGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Certain reclassifications have been made to prior years' consolidated financial statements to conform with the current presentation. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries after elimination of all intercompany transactions. The investment in and operating results of the Company's 50%-owned joint venture are included on the basis of the equity method of accounting. Foreign Currency Translation Assets and liabilities of operations outside of the United States are translated into U.S. dollars using current exchange rates. Income and expense accounts are translated at the average rates in effect during the year. The effects of foreign currency translation adjustments are included as a component of stockholders' equity. The cumulative translation adjustment for the Company's 50%-owned joint venture is reported net of income taxes. Transaction gains/losses were not material. The effect of foreign currency exchange rates on cash and cash equivalents was not material. Cash and Cash Equivalents Short-term investments with original maturities or put features of three months or less from the date of purchase are classified as cash equivalents. Cash and cash equivalents include demand deposits, overnight repurchase agreements fully collateralized by U.S. Government-backed securities, and U.S. Government-backed variable rate demand notes. Financial Instruments Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents and trade accounts receivable. The Company generally invests its cash investments in investment-grade securities. The Company's customers are concentrated in one industry segment, the semiconductor manufacturing industry, and, historically, a significant portion of the Company's sales have been to a limited number of customers within this industry. The Company performs ongoing credit evaluations of its customers' financial condition and may require deposits on large orders but does not require collateral or other security to support customer receivables. - 22 - HELIX TECHNOLOGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A. Summary of Significant Accounting Policies (continued) Inventories December 31, (in thousands) 1997 1996 ------------------------------------------------------------------------- Finished goods $ 3,846 $ 3,854 Work in process 6,460 7,655 Materials and parts 981 861 Net inventories $11,287 $12,370 Inventories are stated at the lower of cost or market on a first-in, first-out basis. Property, Plant and Equipment December 31, (in thousands) 1997 1996 ------------------------------------------------------------------------- Machinery and equipment $23,985 $21,488 Leasehold improvements 3,109 2,731 Total $27,094 $24,219 Depreciation is provided on the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the lesser of their useful life or the remaining life of the lease. Estimated useful lives of machinery and equipment range from 3 to 10 years. Maintenance and repairs are charged to expense as incurred, and betterments are capitalized. The cost of assets sold or retired and related depreciation are removed from the accounts at the time of sale and any resulting gain or loss is reflected in income. Revenue Recognition The Company records revenue on its products when units are shipped and when services are performed. Research and Development Research and development costs are expensed as incurred. Income Taxes Deferred income taxes result from temporary differences in the recognition of revenues and expenses between financial statements and tax returns. Tax credits are recognized when realized for tax purposes using the "flow-through" method of accounting. The Company has not provided for federal income taxes applicable to undistributed earnings of its foreign subsidiaries since these earnings are indefinitely reinvested. - 23 - HELIX TECHNOLOGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A. Summary of Significant Accounting Policies (continued) Net Income Per Share The Company has adopted Financial Accounting Standards No. 128 which specifies the computation, presentation and disclosure of net income per share. Basic net income per common share is based on the weighted average number of common shares outstanding during the year. Diluted net income per common share reflects the potential dilution that could occur if outstanding stock options were exercised. All prior period net income per share figures have been restated. New Accounting Pronouncements In June 1997, the Financial Accounting Standards Board issued Financial Accounting Standards No. 130, "Reporting Comprehensive Income" (SFAS 130). SFAS 130 establishes standards for the reporting and display of comprehensive income and its components in a full set of general purpose financial statements. Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from nonowner sources. The impact of adopting SFAS 130, which is effective for the Company in 1998, has not been determined. In June 1997, the Financial Accounting Standards Board issued Financial Accounting Standards No. 131, "Disclosure about Segments of an Enterprise and Related Information" (SFAS 131). SFAS 131 requires public companies to report segment information on the basis used internally to measure segment performance in complete financial statements and in condensed interim financials issued to stockholders. This segment information includes their products and services, the geographic areas in which they operate and their major customers. The impact of adopting SFAS 131, which is effective for the Company in 1998, has not been determined. B. Bank Credit Arrangements The Company's informal bank money market lines of credit amounted to $12,000,000 on December 31, 1997 and 1996. C. Lease Obligations and Commitments The Company leases its facilities and certain equipment under long-term operating leases. The Company has a noncancelable operating lease for its corporate headquarters and manufacturing operations, which expires December 31, 2006. The lease includes scheduled base rent increases through the term of the lease and renewal options for up to fifteen additional years. - 24 - HELIX TECHNOLOGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS C. Lease Obligations and Commitments (continued) Future minimum lease payments under the noncancelable operating leases are: (in thousands) Operating Leases ------------------------------------------------------------------------- 1998 $ 3,035 1999 2,774 2000 2,202 2001 1,935 2002 2,116 Later Years 8,228 Total $20,290 Total rental expense under operating leases was $3,108,100 in 1997, $3,018,138 in 1996, and $3,028,445 in 1995. The Company enters into short-term foreign currency forward contracts with its primary bank to minimize the effect of foreign currency on certain intercompany transactions with its wholly owned European subsidiaries. Net realized and unrealized gains and losses on these transactions are not material and are recorded in the statements of operations. The notional amounts of the Company's outstanding foreign currency forward contracts at December 31, 1997 and 1996, were $2,224,442 and $477,000, respectively. D. Income Taxes The provisions for income taxes are as follows: (in thousands) 1997 1996 1995 ------------------------------------------------------------------------- Current tax expense: Federal $10,096 $10,593 $ 9,816 State 1,632 2,369 2,443 Foreign 250 285 1,223 Total current 11,978 13,247 13,482 Deferred tax expense: Federal (656) (624) (710) State (145) (138) (43) Total deferred (801) (762) (753) Total provision for taxes $11,177 $12,485 $12,729 - 25 - HELIX TECHNOLOGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS D. Income Taxes (continued) Significant components of deferred income taxes are as follows: December 31, (in thousands) 1997 1996 ------------------------------------------------------------------------- Gross deferred assets: Inventory valuation $ 1,312 $ 1,181 Compensation and benefit plans 2,483 1,994 Leases 262 300 Other 211 159 Total gross deferred assets $ 4,268 $ 3,634 Gross deferred liabilities: Depreciation $ (53) $ (220) Total gross deferred liabilities $ (53) $ (220) Net deferred assets $ 4,215 $ 3,414 Deferred income taxes on undistributed earnings of the foreign subsidiaries are not material. The Company believes that its deferred tax assets are realizable; therefore, no valuation allowance is required. Domestic income before income taxes was approximately $31,780,000, $33,870,000 and $31,065,000 in 1997, 1996 and 1995, respectively. Foreign income before income taxes for the same years was approximately $712,000, $572,000 and $2,649,000, in 1997, 1996 and 1995, respectively. The following table reconciles income tax based on the federal statutory rate to the income tax provision in the statements of operations: (in thousands) 1997 1996 1995 ------------------------------------------------------------------------- Federal tax computed at statutory rate of 35% $11,372 $12,055 $11,800 State income taxes, net of federal tax benefit 966 1,450 1,545 Foreign sales corporation tax benefit (907) (923) (704) Earnings not subject to U.S. income taxes (414) (333) (287) R&D tax credit (425) (150) (100) Other 585 386 475 Income tax provision $11,177 $12,485 $12,729 Effective tax rate 34.40% 36.25% 37.75% E. Capital Stock On October 16, 1997, the Company's Board of Directors authorized a two-for-one common stock split that was effected in the form of a 100% stock dividend. Stock certificates were distributed on November 13, 1997, to stockholders of record on October 30, 1997. All references in the - 26 - HELIX TECHNOLOGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS E. Capital Stock (continued) financial statements and notes to number of shares, per share amounts and market prices of the Company's common stock have been retroactively restated to reflect the increased number of common shares outstanding. Options for the purchase of shares of the Company's common stock have been granted to officers, directors and key employees under various incentive and nonqualified stock option agreements. The terms of these agreements provide that the options are exercisable over a number of years from the date of grant at not less than the fair market value at the date of grant. Options expire at various dates through the year 2007. At December 31, 1997 and 1996, respectively, 1,313,774 and 1,525,000 shares of common stock were reserved for stock options. At December 31, 1997 and 1996, respectively, 75,774 and 94,250 nonqualified stock options were exercisable. In 1989, the Company entered into an agreement with its President under which options to purchase up to 800,000 shares of the Company's common stock were granted, at a price of $1.69 per share, exercisable over a ten-year period subject to the attainment of certain financial performance targets. Based on 1997 performance, options for the purchase of 80,000 shares will become exercisable on March 1, 1998. Based on 1996, 1995 and 1994 performance, options for the purchase of 80,000 shares became exercisable on March 1, 1997, March 1, 1996, and March 1, 1995, respectively. In addition, based on cumulative performance for the five-year period ended December 31, 1994, 240,000 shares became exercisable on March 1, 1995. In connection with this agreement, compensation expense of $1,300,000, $750,000 and $1,938,000 was charged to "Selling, general and administrative expenses" in 1997, 1996 and 1995, respectively. The following table summarizes option activity for the years ended 1997, 1996 and 1995: Number of Weighted Average Options Outstanding Common Shares Exercise Price ------------------------------------------------------------------------- December 31, 1994 1,231,100 $ 2.25 Options granted 35,000 $ 10.76 Options exercised (370,700) $ 1.92 December 31, 1995 895,400 $ 2.71 Options granted 140,000 $ 16.40 Options exercised (420,400) $ 2.52 December 31, 1996 615,000 $ 5.95 Options granted 121,000 $ 20.90 Options exercised (157,226) $ 3.45 Options cancelled (82,000) $ 14.66 December 31, 1997 496,774 $ 8.95 - 27 - HELIX TECHNOLOGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS E. Capital Stock (continued) The following table summarizes information concerning currently outstanding and exercisable options:
Options Outstanding Options Exercisable ------------------------------------------------------- ------------------------------- Range of Number Weighted Average Weighted Number Weighted Exercise Outstanding Remaining Average Exercisable Average Prices at 12/31/97 Contractual Life Exercise Price at 12/31/97 Exercise Price --------------------------------------------------------------------------------------------------------------------- $ 1.69 - $ 1.69 240,000 2.28 years $ 1.69 - - $ 2.86 - $ 18.37 174,774 7.50 years $ 12.53 65,774 $ 5.45 $ 18.44 - $ 27.03 82,000 6.41 years $ 22.56 10,000 $ 18.44
The Company adopted the disclosure only option under Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" (SFAS 123) as of December 31, 1996. If the accounting provisions of SFAS 123 had been adopted, the effect on net income and basic and diluted net income per share would have been as follows: (in thousands except per share data) 1997 1996 1995 ------------------------------------------------------------------------- As Reported Net income $ 21,315 $ 21,957 $ 20,985 Basic net income per share $ 1.08 $ 1.12 $ 1.08 Diluted net income per share $ 1.07 $ 1.10 $ 1.05 Proforma Net income $ 21,142 $ 21,846 $ 20,967 Basic net income per share $ 1.07 $ 1.11 $ 1.08 Diluted net income per share $ 1.06 $ 1.09 $ 1.05 The weighted average fair value of options granted during 1997, 1996 and 1995 was $8.06, $6.16 and $4.45, respectively. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used for grants: 1997 1996 1995 ------------------------------------------------------------------------- Dividend yield 4.2% 4.2% 4.2% Expected stock price volatility 50% 50% 50% Risk-free interest rate 6.34% 6.08% 7.29% Expected holding period (years) 6.4 6.3 8.0 - 28 - HELIX TECHNOLOGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F. Other Assets The Company has a 50/50 joint venture company, Ulvac Cryogenics, Inc., with an unrelated Japanese manufacturer to produce cryogenic vacuum pumps in Japan. Condensed results of operations for the joint venture for each of the three years ended September 30, are as follows: (in thousands) 1997 1996 1995 ------------------------------------------------------------------------- Net sales $27,638 $25,751 $27,845 Gross profit $ 8,488 $ 7,415 $ 7,894 Net income $ 2,364 $ 1,901 $ 1,642 Fee income, including royalty income and equity income $ 1,744 $ 1,480 $ 1,392 Condensed balance sheet information as of September 30, is as follows: (in thousands) 1997 1996 ------------------------------------------------------------------------- Current assets $20,724 $18,399 Noncurrent assets 3,399 3,565 Total assets $24,123 $21,964 Current liabilities $ 9,710 $ 8,654 Long-term liabilities 915 902 Stockholders' equity 13,498 12,408 Total liabilities and stockholders' equity $24,123 $21,964 The Company's net investment in the joint venture of approximately $6,552,000 and $5,792,000 at December 31, 1997 and 1996, respectively, is included in "Other assets." The Company's net investment at December 31, 1997 and 1996, reflects a cumulative translation adjustment of $366,000 and $766,000, respectively (net of income taxes of $197,000 and $412,000, respectively). This currency translation adjustment, which is also shown as a separate component of stockholders' equity, resulted from translating the balance sheet of the joint venture into U.S. dollars. G. Segment Information Line of Business and Foreign Operations The Company operates in one line of business; the development, manufacture, sale and support of cryogenic and vacuum equipment. - 29 - HELIX TECHNOLOGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS G. Segment Information (continued) The consolidated financial statements include the accounts of wholly owned European subsidiaries which operate customer support facilities to sell and service products manufactured in the United States. A summary of United States and European operations follows: Corporate Expenses United and Assets/ (in thousands) States Europe Eliminations Consolidated ------------------------------------------------------------------------- 1997 Revenues $126,891 $13,993 $(9,365) $131,519 Operating income 33,634 751 (5,164) 29,221 Identifiable assets 42,710 7,457 31,499 81,666 1996 Revenues $123,893 $13,093 $(8,603) $128,383 Operating income 35,249 561 (4,098) 31,712 Identifiable assets 37,018 7,183 27,558 71,759 1995 Revenues $117,407 $14,400 $(8,140) $123,667 Operating income 34,362 2,806 (5,363) 31,805 Identifiable assets 39,588 9,209 20,277 69,074 Corporate expenses consist of certain general and administrative expenses not allocable to operations. Corporate assets consist primarily of cash and cash equivalents. Intercompany transactions are at prices that are comparable to third party sales. Export Sales and Significant Customers The Company's export sales, principally to customers in the Far East, were $10,643,000 in 1997, $9,684,000 in 1996 and $8,330,000 in 1995. The Company's largest customer represented 29%, 28% and 30% of sales for 1997, 1996 and 1995, respectively. - 30 - HELIX TECHNOLOGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS H. Employee Benefit Plans The Company's retirement and savings plans cover substantially all of the Company's employees who have one year of service. A noncontributory defined benefit pension plan and a defined contribution plan function together as the Company's retirement program. In 1994, the Company discontinued future contributions to the Company's defined contribution plan. The Company's funding policy is to contribute not less than the minimum required amount in accordance with the Internal Revenue Code and ERISA. The following table sets forth the funded status of the defined benefit pension plan at December 31, 1997 and 1996, in accordance with SFAS No. 87. (in thousands) 1997 1996 ------------------------------------------------------------------------- Accumulated benefit obligation, including nonvested benefit obligations of $150 and $85 in 1997 and 1996, respectively $(2,836) $(3,346) Projected benefit obligation (6,369) (5,964) Plan assets at fair value 8,190 7,553 Plan assets in excess of projected benefit obligations 1,821 1,589 Unrecognized net transition asset (223) (262) Unrecognized prior service cost 52 60 Unrecognized net gain (4,135) (3,196) Accrued pension cost recognized on the consolidated balance sheets $(2,485) $(1,809) The Company's net pension cost included the following components: (in thousands) 1997 1996 1995 ------------------------------------------------------------------------- Service cost $ 894 $ 840 $ 664 Interest cost 482 443 470 Actual return on plan assets (1,941) (1,024) (1,396) Net amortization and deferral 1,241 450 882 Net pension cost of defined benefit plan $ 676 $ 709 $ 620 - 31 - HELIX TECHNOLOGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS H. Employee Benefit Plans (continued) Key assumptions used in computing year end obligations for the defined benefit plan were: 1997 1996 1995 ------------------------------------------------------------------------- Discount rate for obligations 7.0% 7.5% 7.0% Rate of compensation increase 5.0% 5.5% 5.0% Long-term rate of return on assets 9.0% 9.0% 9.0% Defined benefit plan assets include marketable equity securities, corporate and government debt securities and cash. The Company has an Employee Savings Plan, qualified under Section 401(k), that is designed to supplement income to be received from the Company's retirement program. The Company contributes a percentage of the participants' contributions up to a defined maximum amount. The matching contributions expense, net of forfeitures, was $457,000 in 1997, $421,000 in 1996 and $383,000 in 1995. In 1992, the Company adopted a Supplemental Key Executive Retirement Plan which is designed to supplement benefits paid to participants under Company-funded tax-qualified retirement plans. The Company recorded additional retirement costs of $69,000 in 1997, $140,000 in 1996 and $130,000 in 1995 in connection with this Plan. - 32 - REPORT OF INDEPENDENT ACCOUNTANTS To The Board Of Directors and Stockholders of Helix Technology Corporation: Our report on the consolidated financial statements of Helix Technology Corporation is included on Page 17 of this Form 10-K. In connection with our audits of such financial statements, we have also audited the related financial statement schedule listed in the index on Page 9 of this Form 10-K. 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. /S/ Coopers & Lybrand L.L.P. -------------------------------- Coopers & Lybrand L.L.P. Boston, Massachusetts February 6, 1998 - 33 - HELIX TECHNOLOGY CORPORATION QUARTERLY RESULTS (UNAUDITED) First Second Third Fourth (in thousands except per share data) Quarter Quarter Quarter Quarter - -------------------------------------------------------------------------------- 1997 Net sales $29,022 $32,931 $35,622 $33,944 Gross profit 13,463 15,430 16,752 16,664 Operating income 5,843 7,049 8,259 8,070 Net income 4,158 5,121 6,032 6,004 Basic net income per share (1) $ .21 $ .26 $ .31 $ .30 Diluted net income per share (1) $ .21 $ .26 $ .30 $ .30 1996 Net sales $40,206 $39,351 $25,122 $23,704 Gross profit 18,967 18,771 11,653 10,911 Operating income 11,251 11,259 4,971 4,231 Net income 7,390 7,525 3,875 3,167 Basic net income per share (1) $ .38 $ .38 $ .20 $ .16 Diluted net income per share (1) $ .37 $ .38 $ .19 $ .16 (1) All per share data reflects a two-for-one common stock split effective November 1997. (Note E) - 34 - HELIX TECHNOLOGY CORPORATION SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS For the Years Ended December 31, 1997, 1996 and 1995 (in thousands)
- ---------------------------------------------------------------------------------------------------------------------------------- Column A Column B Column C Column D Column E - ---------------------------------------------------------------------------------------------------------------------------------- Additions ------------------------------------ Balance at Balance at Beginning Charged to Charged to Deductions End of Description of Period Costs and Expenses Other Accounts From Reserves Period - ---------------------------------------------------------------------------------------------------------------------------------- Year ended December 31, 1997 Allowance for doubtful accounts $148 $ 7 $ - $ 5 $ 150 ================================================================================================================================== Year ended December 31, 1996 Allowance for doubtful accounts $150 $ - $ - $ 2 $ 148 ================================================================================================================================== Year ended December 31, 1995 Allowance for doubtful accounts $157 $ - $ - $ 7 $ 150 ==================================================================================================================================
- 35 - EX-10.13 2 Exhibit 10.13 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of July 18, 1997 between Robert E. Anastasi (the "Executive") and Helix Technology Corporation, a Delaware corporation (the "Company"). WHEREAS, the Company is engaged primarily in the business of providing cryogenic and vacuum equipment and services principally to semiconductor equipment manufacturers; WHEREAS, the Executive currently serves as a Senior Vice President of the Company; WHEREAS, the Executive's abilities and services are unique and essential to the prospects of the Company; and WHEREAS, the Company and the Executive desire to enter into this Agreement to provide for the continued employment of the Executive by the Company upon the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereby agree as follows: 1. Employment; Term. (a) Employment. The Company hereby employs the Executive, and the Executive hereby agrees to be employed by the Company, upon the terms and subject to the conditions contained in this Agreement. (b) Term. The term of this Agreement (the "Term") shall commence on the date hereof and shall continue indefinitely thereafter until terminated pursuant to Section 4 hereof. As used herein, the term "Employment Period" shall mean the period commencing on the date hereof and ending on the date of termination of Executive's employment with the Company pursuant to Section 4 hereof. For purposes of Section 4(d)(ii) the Executive's "Date of Hire" shall be defined to be July 12, 1979. 2. Position; Duties; Responsibilities. (a) Position and Duties. The Company shall employ the Executive as a Senior Vice President of the Company. The Executive shall faithfully and loyally perform to the best of his abilities all the duties reasonably assigned to him hereunder, shall devote his full time, attention and effort to the affairs of the Company as is reasonably necessary for the proper performance of such duties and shall use his reasonable best efforts to promote the interests of the Company. Any other commitments or activities which might impinge on the Executive's full-time performance of such duties shall be reported to and approved by the Chairman of the Board of Directors of the Company (the "Board") and the President of the Company. (b) Responsibilities. The Executive shall have responsibility and authority for the formulation and execution of the policies relating to the manufacturing and production operations of the Company and the administration of its manufacturing and production operations and facilities and such other responsibilities and authorities as are customarily exercisable by a head of manufacturing, subject in each case to the general supervision and direction of the Board, the Chairman of the Board and the President of the Company. 3. Compensation. (a) Base Salary. During the Employment Period, the Company shall pay to the Executive an annual base salary at the rate of $170,000 per annum, payable in accordance with the Company's executive payroll policy. Such base salary shall be reviewed annually, commencing January 1, 1998, and may be increased (but shall not be decreased except in conjunction with a general reduction of executive salaries), as determined by the Company's Human Resources and Compensation Committee (the "Compensation Committee"). The Executive's base salary, as increased or decreased hereunder, is referred to herein as the "Base Salary." (b) Annual Performance Bonus. In the discretion of the Company's Compensation Committee, the Executive shall be eligible to receive an annual performance bonus payable in cash for each full or partial fiscal year of the Company during the Employment Period in accordance with the Company's performance-based bonus program for Executive Officers. (c) Stock Options. In the discretion of the Company's Compensation Committee, the Executive shall be eligible to receive from time to time during the Employment Period options to purchase shares of Company common stock ("Common Stock") pursuant to the terms of the Company's 1996 Equity Incentive Plan. (d) Supplemental Key Executive Retirement Plan. In addition to the compensation and benefits to which the Executive is entitled hereunder, the Executive shall be entitled to participate in the Company's Supplemental Key Executive Retirement Plan (the "Supplemental Retirement Plan") in accordance with its terms. (e) Reimbursement of Expenses. The Company shall reimburse the Executive for all expenses necessarily and reasonably incurred by him during the Employment Period in connection with the business of the Company, upon presentation of proper receipts or other proof of expenditure and subject to such reasonable guidelines or limitations as are established by the Company from time to time. (f) Participation in Benefit Plans. During the Employment Period, the Executive shall be entitled to participate in any profit sharing plan, retirement plan, group life insurance plan or other insurance plan or medical expense plan maintained by the Company for its senior executives generally. 4. Termination. (a) Death. Upon the death of the Executive, this Agreement shall automatically terminate and all rights of the Executive and his heirs, executors and administrators to compensation and other benefits hereunder shall cease, except for (i) compensation which shall have accrued to the date of death, including accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding the Executive's death) and any amounts payable pursuant to the Supplemental Retirement Plan and (ii) the rights to indemnification under Section 5 hereof. (b) Disability. The Company may, at its option, terminate this Agreement upon written notice to the Executive if the Executive, because of physical or mental incapacity or disability, fails in any material respect to perform the services required of him hereunder for a continuous period of 180 days. Upon such termination, all obligations of the Company hereunder shall cease, except for (i) compensation which shall have accrued to the date of termination, including accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding the termination of this Agreement pursuant to this Section 4(b)) and any amounts payable pursuant to the Supplemental Retirement Plan, and (ii) the rights to indemnification under Section 5 hereof. In the event of any dispute regarding the existence of the Executive's incapacity hereunder, the matter shall be resolved by the determination of a majority of three physicians qualified to practice medicine in the state of the Executive's residence, one to be selected by each of the Executive and the Board and the third to be selected by such two designated physicians. For this purpose, the Executive shall submit to appropriate medical examinations. (c) Cause. (i) The Company may, at its option, terminate the Executive's employment under this Agreement for "Cause" (as hereinafter defined). A termination for Cause shall not take effect until and unless the Company complies with this Section 4(c)(i). The Executive shall be given written notice by the Company of the intention to terminate his employment hereunder for Cause (the "Cause Notice"). The Cause Notice shall state the particular action(s) or inaction(s) giving rise to termination for Cause. (ii) As used in this Agreement, the term "Cause" shall mean any one or more of the following, in any case as determined to have occurred by not less than two-thirds of the directors then serving on the Board: (A) the Executive's refusal to perform specific directives of the Board which are consistent with the scope and nature of the Executive's duties and responsibilities as set forth herein or a material violation by Executive of the policies, procedures or rules of the Company; (B) the Executive's commission of, or conviction for, a felony or any act involving fraud, embezzlement, theft, misrepresentation, dishonesty or moral turpitude; (C) the Executive's indictment for commission of a material crime on the basis of alleged facts of such a serious nature that the Company has reasonable cause to believe that the Executive cannot effectively discharge the Executive's duties and responsibilities, or the Executive's indictment for the commission of a material business related crime; (D) any gross or willful misconduct of the Executive resulting in substantial loss to the Company or substantial damage to the Company's business or reputation; (E) gross neglect of the Executive's duties resulting in substantial loss to the Company or substantial damage to the Company's business or reputation; or (F) any material breach by the Executive of this Agreement or any non-competition agreement between the Executive and the Company. (iii) The exercise of the right of the Company to terminate this Agreement pursuant to this Section 4(c) shall not abrogate the rights or remedies of the Company in respect of the breach giving rise to such termination. (iv) If the Company terminates the Executive's employment for Cause, he shall be entitled to: (A) accrued Base Salary through the date of the termination of his employment; (B) any amounts owing but not yet paid pursuant to Section 3(e); and (C) other or additional benefits to the extent required by any applicable plans and programs of the Company. (v) Notwithstanding anything to the contrary contained in this Agreement, if, following a termination of the Executive's employment for Cause, a court of competent jurisdiction, in a final determination, determines that the Executive was not guilty of the conduct that formed the basis for the termination, the Executive shall be entitled to the payments and the economic equivalent of the benefits he would have received had his employment been terminated by the Company without Cause. (d) Termination Without Cause. If, during the Employment Period, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof. (e) Termination for Good Reason. (i) If, during the Employment Period, the Executive terminates his employment hereunder for "Good Reason" (as such term is defined in Section 4(e)(ii) hereof, he or she shall be entitled to all of the payments and benefits specified by Sections 4(d)(i) through 4(d)(iv) hereof, inclusive. (ii) For purposes of this Agreement, "Good Reason" shall mean, without the Executive's express written consent, the occurrence of any one or more of the following events: (A) a material breach of this Agreement by the Company; (B) the failure to elect or re-elect the Executive to any position that is at least substantially comparable or more favorable to the positions described in Section 2 hereof, removal of the Executive from any such position or any change in the Executive's responsibilities described in Section 2 in any respect which is materially adverse to the Executive; (C) a diminution of any of the Executive's significant duties or the assignment to the Executive of any duties inconsistent with his duties or the material impairment of the Executive's ability to function in the positions described in Section 2 hereof, in each case only after the Company shall have had an opportunity to cure (any such cure to be effected within 30 days after appropriate written notice of the basis for Good Reason is given to the Company by the Executive); (D) a material reduction of any benefit enjoyed by the Executive or the failure to continue the Executive's participation in any incentive compensation plan, unless a plan providing a substantially similar economic opportunity is substituted or all senior executives suffer a substantially similar reduction or failure; (E) the relocation of the Executive's office to a location more than 50 miles from Mansfield, Massachusetts; or (F) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company within 15 days after a merger, consolidation, sale of assets or similar transaction. (f) Voluntary Termination. If, during the Employment Period, the Executive voluntarily terminates his employment hereunder for any reason other than Good Reason, he shall be entitled to the payments specified by Sections 4(c)(iv)(A) through 4(c)(iv)(C) hereof, inclusive. 5. Indemnification. To the fullest extent permitted by law, the Certificate of Incorporation of the Company, the By-laws of the Company or any indemnification agreement entered into between the Company and the Executive, the Executive (and his heirs, executors and administrators) shall be indemnified by the Company and its successors and assigns. The obligations of the Company pursuant to this Section 5 shall survive the termination of the Employment Period, except as otherwise provided herein. 6. Non-Competition. For a period of three years following termination of the Executive's employment with the Company for any reason except as set forth below, the Executive agrees that he will not accept or continue to hold any position in any capacity, whether as an employee, agent, consultant, investor, director or otherwise, with any person, firm or corporation, whose present or planned business is competitive with the business of the Company as it exists on the date of the termination of the Executive's employment with the Company. In the event the Executive's employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason, the foregoing non-competition covenant shall apply for two years following the date of the termination of the Executive's employment with the Company. The foregoing non-competition covenant shall not apply to the Executive in any given instance if the Board waives said covenant in writing with respect to that instance. Ownership by the Executive of less than one percent (1%) of the outstanding stock or securities in any business enterprise shall not itself be deemed to be engaging in any activity prohibited by this Section 6. 7. Trade Secrets. If the Executive has not already done so, the Executive agrees to execute and abide by the Company's standard form of agreement presently in effect protecting the Company's inventions, patents and proprietary and confidential information and the Executive agrees to execute and abide by any subsequent agreement generally in effect for the Company's officers and key employees. 8. Insurance. The Company may, at its election and for its benefit, insure the Executive against disability, accidental loss or death and the Executive shall submit to such physical examinations and supply such information as may be required in connection therewith. 9. Assignment. The rights and benefits of the Executive hereunder shall not be assignable, whether by voluntary or involuntary assignment or transfer. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Company, and the heirs, executors and administrators of the Executive, and shall be assignable by the Company to any entity acquiring substantially all of the assets of the Company, whether by merger, consolidation, sale of assets or similar transaction. 10. Notices. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and personally delivered, sent by certified or registered mail or sent by overnight courier service as follows: if to the Executive, to his address as set forth in the records of the Company, and if to the Company, to the address of its principal executive offices, attention: President, with a copy to William Williams II, Esquire, Palmer & Dodge LLP, One Beacon Street, Boston, MA 02108, or to any other address designated by any party hereto by notice similarly given. 11. Waiver of Breach. A waiver by the Company or the Executive of any breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other or subsequent breach by the other party. 12. Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof. This Agreement may be modified only by an agreement in writing signed by the parties hereto. 13. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If, moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed, by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear. 14. Costs. In the event that a dispute shall arise between the parties hereto with respect to any term or provision of this Agreement or the subject matter hereof, all costs and expenses (including attorney fees incurred by the Company or the Executive associated with such dispute) shall be borne by the respective party incurring such costs and expenses; provided, however, that if such dispute is ultimately determined in favor of Executive by a court of competent jurisdictions, then the Company shall be required to reimburse the Executive for up to an aggregate $100,000 of such costs and expenses actually incurred by the Executive in connection with such dispute. 15. Interpretation; Applicable Law. This Agreement and its terms are subject to reasonable interpretation by the Compensation Committee in its sole discretion. The terms of this Agreement shall be governed by and construed in accordance with the internal laws (as opposed to the conflict of laws provisions) of the Commonwealth of Massachusetts. 16. Complete Agreement. This Agreement supersedes all other prior agreements between the Executive and the Company concerning the Executive's employment with the Company, and none of such agreements shall be of any force or effect whatsoever; provided, however, that nothing contained herein shall be deemed to limit or otherwise affect the provisions of any non-competition agreement or code of conduct arrangement between the Executive and the Company or the provisions of any other agreement, arrangement or policy concerning the Executive and the Company that is unrelated to the subject matter of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. HELIX TECHNOLOGY CORPORATION By:/s/ Robert J. Lepofsky ---------------------------- President EXECUTIVE: /s/ Robert E. Anastasi ---------------------------- Robert E. Anastasi EX-10.14 3 Exhibit 10.14 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of July 18, 1997 between Michael El-Hillow (the "Executive") and Helix Technology Corporation, a Delaware corporation (the "Company"). WHEREAS, the Company is engaged primarily in the business of providing cryogenic and vacuum equipment and services principally to semiconductor equipment manufacturers; WHEREAS, the Executive currently serves as a Senior Vice President of the Company; WHEREAS, the Executive's abilities and services are unique and essential to the prospects of the Company; and WHEREAS, the Company and the Executive desire to enter into this Agreement to provide for the continued employment of the Executive by the Company upon the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereby agree as follows: 1. Employment; Term. (a) Employment. The Company hereby employs the Executive, and the Executive hereby agrees to be employed by the Company, upon the terms and subject to the conditions contained in this Agreement. (b) Term. The term of this Agreement (the "Term") shall commence on the date hereof and shall continue indefinitely thereafter until terminated pursuant to Section 4 hereof. As used herein, the term "Employment Period" shall mean the period commencing on the date hereof and ending on the date of termination of Executive's employment with the Company pursuant to Section 4 hereof. For purposes of Section 4(d)(ii) the Executive's "Date of Hire" shall be defined to be April 18, 1997. 2. Position; Duties; Responsibilities. (a) Position and Duties. The Company shall employ the Executive as a Senior Vice President of the Company. The Executive shall faithfully and loyally perform to the best of his abilities all the duties reasonably assigned to him hereunder, shall devote his full time, attention and effort to the affairs of the Company as is reasonably necessary for the proper performance of such duties and shall use his reasonable best efforts to promote the interests of the Company. Any other commitments or activities which might impinge on the Executive's full-time performance of such duties shall be reported to and approved by the Chairman of the Board of Directors of the Company (the "Board") and the President of the Company. (b) Responsibilities. The Executive shall have responsibility and authority for the formulation and execution of the policies relating to the financial and accounting functions of the Company and the administration of the financial and accounting department and fringe benefit matters and such other responsibilities and authorities as are customarily exercisable by a chief financial officer and chief accounting officer, subject in each case to the general supervision and direction of the Board, the Chairman of the Board and the President of the Company. 3. Compensation. (a) Base Salary. During the Employment Period, the Company shall pay to the Executive an annual base salary at the rate of $170,000 per annum, payable in accordance with the Company's executive payroll policy. Such base salary shall be reviewed annually, commencing January 1, 1998, and may be increased (but shall not be decreased except in conjunction with a general reduction of executive salaries), as determined by the Company's Human Resources and Compensation Committee (the "Compensation Committee"). The Executive's base salary, as increased or decreased hereunder, is referred to herein as the "Base Salary." (b) Annual Performance Bonus. In the discretion of the Company's Compensation Committee, the Executive shall be eligible to receive an annual performance bonus payable in cash for each full or partial fiscal year of the Company during the Employment Period in accordance with the Company's performance-based bonus program for Executive Officers. (c) Stock Options. In the discretion of the Company's Compensation Committee, the Executive shall be eligible to receive from time to time during the Employment Period options to purchase shares of Company common stock ("Common Stock") pursuant to the terms of the Company's 1996 Equity Incentive Plan. (d) Supplemental Key Executive Retirement Plan. In addition to the compensation and benefits to which the Executive is entitled hereunder, the Executive shall be entitled to participate in the Company's Supplemental Key Executive Retirement Plan (the "Supplemental Retirement Plan") in accordance with its terms. (e) Reimbursement of Expenses. The Company shall reimburse the Executive for all expenses necessarily and reasonably incurred by him during the Employment Period in connection with the business of the Company, upon presentation of proper receipts or other proof of expenditure and subject to such reasonable guidelines or limitations as are established by the Company from time to time. (f) Participation in Benefit Plans. During the Employment Period, the Executive shall be entitled to participate in any profit sharing plan, retirement plan, group life insurance plan or other insurance plan or medical expense plan maintained by the Company for its senior executives generally. 4. Termination. (a) Death. Upon the death of the Executive, this Agreement shall automatically terminate and all rights of the Executive and his heirs, executors and administrators to compensation and other benefits hereunder shall cease, except for (i) compensation which shall have accrued to the date of death, including accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding the Executive's death) and any amounts payable pursuant to the Supplemental Retirement Plan and (ii) the rights to indemnification under Section 5 hereof. (b) Disability. The Company may, at its option, terminate this Agreement upon written notice to the Executive if the Executive, because of physical or mental incapacity or disability, fails in any material respect to perform the services required of him hereunder for a continuous period of 180 days. Upon such termination, all obligations of the Company hereunder shall cease, except for (i) compensation which shall have accrued to the date of termination, including accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding the termination of this Agreement pursuant to this Section 4(b)) and any amounts payable pursuant to the Supplemental Retirement Plan, and (ii) the rights to indemnification under Section 5 hereof. In the event of any dispute regarding the existence of the Executive's incapacity hereunder, the matter shall be resolved by the determination of a majority of three physicians qualified to practice medicine in the state of the Executive's residence, one to be selected by each of the Executive and the Board and the third to be selected by such two designated physicians. For this purpose, the Executive shall submit to appropriate medical examinations. (c) Cause. (i) The Company may, at its option, terminate the Executive's employment under this Agreement for "Cause" (as hereinafter defined). A termination for Cause shall not take effect until and unless the Company complies with this Section 4(c)(i). The Executive shall be given written notice by the Company of the intention to terminate his employment hereunder for Cause (the "Cause Notice"). The Cause Notice shall state the particular action(s) or inaction(s) giving rise to termination for Cause. (ii) As used in this Agreement, the term "Cause" shall mean any one or more of the following, in any case as determined to have occurred by not less than two-thirds of the directors then serving on the Board: (A) the Executive's refusal to perform specific directives of the Board which are consistent with the scope and nature of the Executive's duties and responsibilities as set forth herein or a material violation by Executive of the policies, procedures or rules of the Company; (B) the Executive's commission of, or conviction for, a felony or any act involving fraud, embezzlement, theft, misrepresentation, dishonesty or moral turpitude; (C) the Executive's indictment for commission of a material crime on the basis of alleged facts of such a serious nature that the Company has reasonable cause to believe that the Executive cannot effectively discharge the Executive's duties and responsibilities, or the Executive's indictment for the commission of a material business related crime; (D) any gross or willful misconduct of the Executive resulting in substantial loss to the Company or substantial damage to the Company's business or reputation; (E) gross neglect of the Executive's duties resulting in substantial loss to the Company or substantial damage to the Company's business or reputation; or (F) any material breach by the Executive of this Agreement or any non-competition agreement between the Executive and the Company. (iii) The exercise of the right of the Company to terminate this Agreement pursuant to this Section 4(c) shall not abrogate the rights or remedies of the Company in respect of the breach giving rise to such termination. (iv) If the Company terminates the Executive's employment for Cause, he shall be entitled to: (A) accrued Base Salary through the date of the termination of his employment; (B) any amounts owing but not yet paid pursuant to Section 3(e); and (C) other or additional benefits to the extent required by any applicable plans and programs of the Company. (v) Notwithstanding anything to the contrary contained in this Agreement, if, following a termination of the Executive's employment for Cause, a court of competent jurisdiction, in a final determination, determines that the Executive was not guilty of the conduct that formed the basis for the termination, the Executive shall be entitled to the payments and the economic equivalent of the benefits he would have received had his employment been terminated by the Company without Cause. (d) Termination Without Cause. If, during the Employment Period, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof. (e) Termination for Good Reason. (i) If, during the Employment Period, the Executive terminates his employment hereunder for "Good Reason" (as such term is defined in Section 4(e)(ii) hereof, he or she shall be entitled to all of the payments and benefits specified by Sections 4(d)(i) through 4(d)(iv) hereof, inclusive. (ii) For purposes of this Agreement, "Good Reason" shall mean, without the Executive's express written consent, the occurrence of any one or more of the following events: (A) a material breach of this Agreement by the Company; (B) the failure to elect or re-elect the Executive to any position that is at least substantially comparable or more favorable to the positions described in Section 2 hereof, removal of the Executive from any such position or any change in the Executive's responsibilities described in Section 2 in any respect which is materially adverse to the Executive; (C) a diminution of any of the Executive's significant duties or the assignment to the Executive of any duties inconsistent with his duties or the material impairment of the Executive's ability to function in the positions described in Section 2 hereof, in each case only after the Company shall have had an opportunity to cure (any such cure to be effected within 30 days after appropriate written notice of the basis for Good Reason is given to the Company by the Executive); (D) a material reduction of any benefit enjoyed by the Executive or the failure to continue the Executive's participation in any incentive compensation plan, unless a plan providing a substantially similar economic opportunity is substituted or all senior executives suffer a substantially similar reduction or failure; (E) the relocation of the Executive's office to a location more than 50 miles from Mansfield, Massachusetts; or (F) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company within 15 days after a merger, consolidation, sale of assets or similar transaction. (f) Voluntary Termination. If, during the Employment Period, the Executive voluntarily terminates his employment hereunder for any reason other than Good Reason, he shall be entitled to the payments specified by Sections 4(c)(iv)(A) through 4(c)(iv)(C) hereof, inclusive. 5. Indemnification. To the fullest extent permitted by law, the Certificate of Incorporation of the Company, the By-laws of the Company or any indemnification agreement entered into between the Company and the Executive, the Executive (and his heirs, executors and administrators) shall be indemnified by the Company and its successors and assigns. The obligations of the Company pursuant to this Section 5 shall survive the termination of the Employment Period, except as otherwise provided herein. 6. Non-Competition. For a period of three years following termination of the Executive's employment with the Company for any reason except as set forth below, the Executive agrees that he will not accept or continue to hold any position in any capacity, whether as an employee, agent, consultant, investor, director or otherwise, with any person, firm or corporation, whose present or planned business is competitive with the business of the Company as it exists on the date of the termination of the Executive's employment with the Company. In the event the Executive's employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason, the foregoing non-competition covenant shall apply for two years following the date of the termination of the Executive's employment with the Company. The foregoing non-competition covenant shall not apply to the Executive in any given instance if the Board waives said covenant in writing with respect to that instance. Ownership by the Executive of less than one percent (1%) of the outstanding stock or securities in any business enterprise shall not itself be deemed to be engaging in any activity prohibited by this Section 6. 7. Trade Secrets. If the Executive has not already done so, the Executive agrees to execute and abide by the Company's standard form of agreement presently in effect protecting the Company's inventions, patents and proprietary and confidential information and the Executive agrees to execute and abide by any subsequent agreement generally in effect for the Company's officers and key employees. 8. Insurance. The Company may, at its election and for its benefit, insure the Executive against disability, accidental loss or death and the Executive shall submit to such physical examinations and supply such information as may be required in connection therewith. 9. Assignment. The rights and benefits of the Executive hereunder shall not be assignable, whether by voluntary or involuntary assignment or transfer. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Company, and the heirs, executors and administrators of the Executive, and shall be assignable by the Company to any entity acquiring substantially all of the assets of the Company, whether by merger, consolidation, sale of assets or similar transaction. 10. Notices. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and personally delivered, sent by certified or registered mail or sent by overnight courier service as follows: if to the Executive, to his address as set forth in the records of the Company, and if to the Company, to the address of its principal executive offices, attention: President, with a copy to William Williams II, Esquire, Palmer & Dodge LLP, One Beacon Street, Boston, MA 02108, or to any other address designated by any party hereto by notice similarly given. 11. Waiver of Breach. A waiver by the Company or the Executive of any breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other or subsequent breach by the other party. 12. Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof. This Agreement may be modified only by an agreement in writing signed by the parties hereto. 13. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If, moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed, by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear. 14. Costs. In the event that a dispute shall arise between the parties hereto with respect to any term or provision of this Agreement or the subject matter hereof, all costs and expenses (including attorney fees incurred by the Company or the Executive associated with such dispute) shall be borne by the respective party incurring such costs and expenses; provided, however, that if such dispute is ultimately determined in favor of Executive by a court of competent jurisdictions, then the Company shall be required to reimburse the Executive for up to an aggregate $100,000 of such costs and expenses actually incurred by the Executive in connection with such dispute. 15. Interpretation; Applicable Law. This Agreement and its terms are subject to reasonable interpretation by the Compensation Committee in its sole discretion. The terms of this Agreement shall be governed by and construed in accordance with the internal laws (as opposed to the conflict of laws provisions) of the Commonwealth of Massachusetts. 16. Complete Agreement. This Agreement supersedes all other prior agreements between the Executive and the Company concerning the Executive's employment with the Company, and none of such agreements shall be of any force or effect whatsoever; provided, however, that nothing contained herein shall be deemed to limit or otherwise affect the provisions of any non-competition agreement or code of conduct arrangement between the Executive and the Company or the provisions of any other agreement, arrangement or policy concerning the Executive and the Company that is unrelated to the subject matter of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. HELIX TECHNOLOGY CORPORATION By:/s/ Robert J. Lepofsky ---------------------------- President EXECUTIVE: /s/ Michael El-Hillow ---------------------------- Michael El-Hillow EX-10.15 4 Exhibit 10.15 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of August 18, 1997 between Christopher Moody (the "Executive") and Helix Technology Corporation, a Delaware corporation (the "Company"). WHEREAS, the Company is engaged primarily in the business of providing cryogenic and vacuum equipment and services principally to semiconductor equipment manufacturers; WHEREAS, the Executive currently serves as a Senior Vice President of the Company; WHEREAS, the Executive's abilities and services are unique and essential to the prospects of the Company; and WHEREAS, the Company and the Executive desire to enter into this Agreement to provide for the continued employment of the Executive by the Company upon the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereby agree as follows: 1. Employment; Term. (a) Employment. The Company hereby employs the Executive, and the Executive hereby agrees to be employed by the Company, upon the terms and subject to the conditions contained in this Agreement. (b) Term. The term of this Agreement (the "Term") shall commence on the date hereof and shall continue indefinitely thereafter until terminated pursuant to Section 4 hereof. As used herein, the term "Employment Period" shall mean the period commencing on the date hereof and ending on the date of termination of Executive's employment with the Company pursuant to Section 4 hereof. For purposes of Section 4(d)(ii) the Executive's "Date of Hire" shall be defined to be August 18, 1997. 2. Position; Duties; Responsibilities. (a) Position and Duties. The Company shall employ the Executive as a Senior Vice President of the Company. The Executive shall faithfully and loyally perform to the best of his abilities all the duties reasonably assigned to him hereunder, shall devote his full time, attention and effort to the affairs of the Company as is reasonably necessary for the proper performance of such duties and shall use his reasonable best efforts to promote the interests of the Company. Any other commitments or activities which might impinge on the Executive's full-time performance of such duties shall be reported to and approved by the Chairman of the Board of Directors of the Company (the "Board") and the President of the Company. (b) Responsibilities. The Executive shall have responsibility and authority for the formulation and execution of the policies relating to the sales and marketing operations of the Company and the administration of marketing, sales and customer service matters and such other responsibilities and authorities as are customarily exercisable by a head of sales and marketing, subject in each case to the general supervision and direction of the Board, the Chairman of the Board and the President of the Company. 3. Compensation. (a) Base Salary. During the Employment Period, the Company shall pay to the Executive an annual base salary at the rate of $160,000 per annum, payable in accordance with the Company's executive payroll policy. Such base salary shall be reviewed annually, commencing January 1, 1998, and may be increased (but shall not be decreased except in conjunction with a general reduction of executive salaries), as determined by the Company's Human Resources and Compensation Committee (the "Compensation Committee"). The Executive's base salary, as increased or decreased hereunder, is referred to herein as the "Base Salary." (b) Annual Performance Bonus. In the discretion of the Company's Compensation Committee, the Executive shall be eligible to receive an annual performance bonus payable in cash for each full or partial fiscal year of the Company during the Employment Period in accordance with the Company's performance-based bonus program for Executive Officers. (c) Stock Options. In the discretion of the Company's Compensation Committee, the Executive shall be eligible to receive from time to time during the Employment Period options to purchase shares of Company common stock ("Common Stock") pursuant to the terms of the Company's 1996 Equity Incentive Plan. (d) Supplemental Key Executive Retirement Plan. In addition to the compensation and benefits to which the Executive is entitled hereunder, the Executive shall be entitled to participate in the Company's Supplemental Key Executive Retirement Plan (the "Supplemental Retirement Plan") in accordance with its terms. (e) Reimbursement of Expenses. The Company shall reimburse the Executive for all expenses necessarily and reasonably incurred by him during the Employment Period in connection with the business of the Company, upon presentation of proper receipts or other proof of expenditure and subject to such reasonable guidelines or limitations as are established by the Company from time to time. (f) Participation in Benefit Plans. During the Employment Period, the Executive shall be entitled to participate in any profit sharing plan, retirement plan, group life insurance plan or other insurance plan or medical expense plan maintained by the Company for its senior executives generally. 4. Termination. (a) Death. Upon the death of the Executive, this Agreement shall automatically terminate and all rights of the Executive and his heirs, executors and administrators to compensation and other benefits hereunder shall cease, except for (i) compensation which shall have accrued to the date of death, including accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding the Executive's death) and any amounts payable pursuant to the Supplemental Retirement Plan and (ii) the rights to indemnification under Section 5 hereof. (b) Disability. The Company may, at its option, terminate this Agreement upon written notice to the Executive if the Executive, because of physical or mental incapacity or disability, fails in any material respect to perform the services required of him hereunder for a continuous period of 180 days. Upon such termination, all obligations of the Company hereunder shall cease, except for (i) compensation which shall have accrued to the date of termination, including accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding the termination of this Agreement pursuant to this Section 4(b)) and any amounts payable pursuant to the Supplemental Retirement Plan, and (ii) the rights to indemnification under Section 5 hereof. In the event of any dispute regarding the existence of the Executive's incapacity hereunder, the matter shall be resolved by the determination of a majority of three physicians qualified to practice medicine in the state of the Executive's residence, one to be selected by each of the Executive and the Board and the third to be selected by such two designated physicians. For this purpose, the Executive shall submit to appropriate medical examinations. (c) Cause. (i) The Company may, at its option, terminate the Executive's employment under this Agreement for "Cause" (as hereinafter defined). A termination for Cause shall not take effect until and unless the Company complies with this Section 4(c)(i). The Executive shall be given written notice by the Company of the intention to terminate his employment hereunder for Cause (the "Cause Notice"). The Cause Notice shall state the particular action(s) or inaction(s) giving rise to termination for Cause. (ii) As used in this Agreement, the term "Cause" shall mean any one or more of the following, in any case as determined to have occurred by not less than two-thirds of the directors then serving on the Board: (A) the Executive's refusal to perform specific directives of the Board which are consistent with the scope and nature of the Executive's duties and responsibilities as set forth herein or a material violation by Executive of the policies, procedures or rules of the Company; (B) the Executive's commission of, or conviction for, a felony or any act involving fraud, embezzlement, theft, misrepresentation, dishonesty or moral turpitude; (C) the Executive's indictment for commission of a material crime on the basis of alleged facts of such a serious nature that the Company has reasonable cause to believe that the Executive cannot effectively discharge the Executive's duties and responsibilities, or the Executive's indictment for the commission of a material business related crime; (D) any gross or willful misconduct of the Executive resulting in substantial loss to the Company or substantial damage to the Company's business or reputation; (E) gross neglect of the Executive's duties resulting in substantial loss to the Company or substantial damage to the Company's business or reputation; or (F) any material breach by the Executive of this Agreement or any non-competition agreement between the Executive and the Company. (iii) The exercise of the right of the Company to terminate this Agreement pursuant to this Section 4(c) shall not abrogate the rights or remedies of the Company in respect of the breach giving rise to such termination. (iv) If the Company terminates the Executive's employment for Cause, he shall be entitled to: (A) accrued Base Salary through the date of the termination of his employment; (B) any amount owing but not yet paid pursuant to Section 3(e); and (C) other or additional benefits to the extent required by any applicable plans and programs of the Company. (v) Notwithstanding anything to the contrary contained in this Agreement, if, following a termination of the Executive's employment for Cause, a court of competent jurisdiction, in a final determination, determines that the Executive was not guilty of the conduct that formed the basis for the termination, the Executive shall be entitled to the payments and the economic equivalent of the benefits he would have received had his employment been terminated by the Company without Cause. (d) Termination Without Cause. If, during the Employment Period, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof. (e) Termination for Good Reason. (i) If, during the Employment Period, the Executive terminates his employment hereunder for "Good Reason" (as such term is defined in Section 4(e)(ii) hereof, he or she shall be entitled to all of the payments and benefits specified by Sections 4(d)(i) through 4(d)(iv) hereof, inclusive. (ii) For purposes of this Agreement, "Good Reason" shall mean, without the Executive's express written consent, the occurrence of any one or more of the following events: (A) a material breach of this Agreement by the Company; (B) the failure to elect or re-elect the Executive to any position that is at least substantially comparable or more favorable to the positions described in Section 2 hereof, removal of the Executive from any such position or any change in the Executive's responsibilities described in Section 2 in any respect which is materially adverse to the Executive; (C) a diminution of any of the Executive's significant duties or the assignment to the Executive of any duties inconsistent with his duties or the material impairment of the Executive's ability to function in the positions described in Section 2 hereof, in each case only after the Company shall have had an opportunity to cure (any such cure to be effected within 30 days after appropriate written notice of the basis for Good Reason is given to the Company by the Executive); (D) a material reduction of any benefit enjoyed by the Executive or the failure to continue the Executive's participation in any incentive compensation plan, unless a plan providing a substantially similar economic opportunity is substituted or all senior executives suffer a substantially similar reduction or failure; (E) the relocation of the Executive's office to a location more than 50 miles from Mansfield, Massachusetts; or (F) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company within 15 days after a merger, consolidation, sale of assets or similar transaction. (f) Voluntary Termination. If, during the Employment Period, the Executive voluntarily terminates his employment hereunder for any reason other than Good Reason, he shall be entitled to the payments specified by Sections 4(c)(iv)(A) through 4(c)(iv)(C) hereof, inclusive. 5. Indemnification. To the fullest extent permitted by law, the Certificate of Incorporation of the Company, the By-laws of the Company or any indemnification agreement entered into between the Company and the Executive, the Executive (and his heirs, executors and administrators) shall be indemnified by the Company and its successors and assigns. The obligations of the Company pursuant to this Section 5 shall survive the termination of the Employment Period, except as otherwise provided herein. 6. Non-Competition. For a period of three years following termination of the Executive's employment with the Company for any reason except as set forth below, the Executive agrees that he will not accept or continue to hold any position in any capacity, whether as an employee, agent, consultant, investor, director or otherwise, with any person, firm or corporation, whose present or planned business is competitive with the business of the Company as it exists on the date of the termination of the Executive's employment with the Company. In the event the Executive's employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason, the foregoing non-competition covenant shall apply for two years following the date of the termination of the Executive's employment with the Company. The foregoing non-competition covenant shall not apply to the Executive in any given instance if the Board waives said covenant in writing with respect to that instance. Ownership by the Executive of less than one percent (1%) of the outstanding stock or securities in any business enterprise shall not itself be deemed to be engaging in any activity prohibited by this Section 6. 7. Trade Secrets. If the Executive has not already done so, the Executive agrees to execute and abide by the Company's standard form of agreement presently in effect protecting the Company's inventions, patents and proprietary and confidential information and the Executive agrees to execute and abide by any subsequent agreement generally in effect for the Company's officers and key employees. 8. Insurance. The Company may, at its election and for its benefit, insure the Executive against disability, accidental loss or death and the Executive shall submit to such physical examinations and supply such information as may be required in connection therewith. 9. Assignment. The rights and benefits of the Executive hereunder shall not be assignable, whether by voluntary or involuntary assignment or transfer. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Company, and the heirs, executors and administrators of the Executive, and shall be assignable by the Company to any entity acquiring substantially all of the assets of the Company, whether by merger, consolidation, sale of assets or similar transaction. 10. Notices. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and personally delivered, sent by certified or registered mail or sent by overnight courier service as follows: if to the Executive, to his address as set forth in the records of the Company, and if to the Company, to the address of its principal executive offices, attention: President, with a copy to William Williams II, Esquire, Palmer & Dodge LLP, One Beacon Street, Boston, MA 02108, or to any other address designated by any party hereto by notice similarly given. 11. Waiver of Breach. A waiver by the Company or the Executive of any breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other or subsequent breach by the other party. 12. Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof. This Agreement may be modified only by an agreement in writing signed by the parties hereto. 13. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If, moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed, by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear. 14. Costs. In the event that a dispute shall arise between the parties hereto with respect to any term or provision of this Agreement or the subject matter hereof, all costs and expenses (including attorney fees incurred by the Company or the Executive associated with such dispute) shall be borne by the respective party incurring such costs and expenses; provided, however, that if such dispute is ultimately determined in favor of Executive by a court of competent jurisdictions, then the Company shall be required to reimburse the Executive for up to an aggregate $100,000 of such costs and expenses actually incurred by the Executive in connection with such dispute. 15. Interpretation; Applicable Law. This Agreement and its terms are subject to reasonable interpretation by the Compensation Committee in its sole discretion. The terms of this Agreement shall be governed by and construed in accordance with the internal laws (as opposed to the conflict of laws provisions) of the Commonwealth of Massachusetts. 16. Complete Agreement. This Agreement supersedes all other prior agreements between the Executive and the Company concerning the Executive's employment with the Company, and none of such agreements shall be of any force or effect whatsoever; provided, however, that nothing contained herein shall be deemed to limit or otherwise affect the provisions of any non-competition agreement or code of conduct arrangement between the Executive and the Company or the provisions of any other agreement, arrangement or policy concerning the Executive and the Company that is unrelated to the subject matter of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. HELIX TECHNOLOGY CORPORATION By:/s/ Robert J. Lepofsky ---------------------------- President EXECUTIVE: /s/ Christopher Moody ---------------------------- Christopher Moody EX-10.16 5 Exhibit 10.16 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of July 18, 1997 between Richard J. Paynting (the "Executive") and Helix Technology Corporation, a Delaware corporation (the "Company"). WHEREAS, the Company is engaged primarily in the business of providing cryogenic and vacuum equipment and services principally to semiconductor equipment manufacturers; WHEREAS, the Executive currently serves as a Senior Vice President of the Company; WHEREAS, the Executive's abilities and services are unique and essential to the prospects of the Company; and WHEREAS, the Company and the Executive desire to enter into this Agreement to provide for the continued employment of the Executive by the Company upon the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereby agree as follows: 1. Employment; Term. (a) Employment. The Company hereby employs the Executive, and the Executive hereby agrees to be employed by the Company, upon the terms and subject to the conditions contained in this Agreement. (b) Term. The term of this Agreement (the "Term") shall commence on the date hereof and shall continue indefinitely thereafter until terminated pursuant to Section 4 hereof. As used herein, the term "Employment Period" shall mean the period commencing on the date hereof and ending on the date of termination of Executive's employment with the Company pursuant to Section 4 hereof. For purposes of Section 4(d)(ii) the Executive's "Date of Hire" shall be defined to be August 5, 1996. 2. Position; Duties; Responsibilities. (a) Position and Duties. The Company shall employ the Executive as a Senior Vice President of the Company. The Executive shall faithfully and loyally perform to the best of his abilities all the duties reasonably assigned to him hereunder, shall devote his full time, attention and effort to the affairs of the Company as is reasonably necessary for the proper performance of such duties and shall use his reasonable best efforts to promote the interests of the Company. Any other commitments or activities which might impinge on the Executive's full-time performance of such duties shall be reported to and approved by the Chairman of the Board of Directors of the Company (the "Board") and the President of the Company. (b) Responsibilities. The Executive shall have responsibility and authority for the formulation and execution of the policies relating to the research and development functions of the Company and the administration of its research and development department and such other responsibilities and authorities as are customarily exercisable by a head of research and development, subject in each case to the general supervision and direction of the Board, the Chairman of the Board and the President of the Company. 3. Compensation. (a) Base Salary. During the Employment Period, the Company shall pay to the Executive an annual base salary at the rate of $170,000 per annum, payable in accordance with the Company's executive payroll policy. Such base salary shall be reviewed annually, commencing January 1, 1998, and may be increased (but shall not be decreased except in conjunction with a general reduction of executive salaries), as determined by the Company's Human Resources and Compensation Committee (the "Compensation Committee"). The Executive's base salary, as increased or decreased hereunder, is referred to herein as the "Base Salary." (b) Annual Performance Bonus. In the discretion of the Company's Compensation Committee, the Executive shall be eligible to receive an annual performance bonus payable in cash for each full or partial fiscal year of the Company during the Employment Period in accordance with the Company's performance-based bonus program for Executive Officers. (c) Stock Options. In the discretion of the Company's Compensation Committee, the Executive shall be eligible to receive from time to time during the Employment Period options to purchase shares of Company common stock ("Common Stock") pursuant to the terms of the Company's 1996 Equity Incentive Plan. (d) Supplemental Key Executive Retirement Plan. In addition to the compensation and benefits to which the Executive is entitled hereunder, the Executive shall be entitled to participate in the Company's Supplemental Key Executive Retirement Plan (the "Supplemental Retirement Plan") in accordance with its terms. (e) Reimbursement of Expenses. The Company shall reimburse the Executive for all expenses necessarily and reasonably incurred by him during the Employment Period in connection with the business of the Company, upon presentation of proper receipts or other proof of expenditure and subject to such reasonable guidelines or limitations as are established by the Company from time to time. (f) Participation in Benefit Plans. During the Employment Period, the Executive shall be entitled to participate in any profit sharing plan, retirement plan, group life insurance plan or other insurance plan or medical expense plan maintained by the Company for its senior executives generally. 4. Termination. (a) Death. Upon the death of the Executive, this Agreement shall automatically terminate and all rights of the Executive and his heirs, executors and administrators to compensation and other benefits hereunder shall cease, except for (i) compensation which shall have accrued to the date of death, including accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding the Executive's death) and any amounts payable pursuant to the Supplemental Retirement Plan and (ii) the rights to indemnification under Section 5 hereof. (b) Disability. The Company may, at its option, terminate this Agreement upon written notice to the Executive if the Executive, because of physical or mental incapacity or disability, fails in any material respect to perform the services required of him hereunder for a continuous period of 180 days. Upon such termination, all obligations of the Company hereunder shall cease, except for (i) compensation which shall have accrued to the date of termination, including accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding the termination of this Agreement pursuant to this Section 4(b)) and any amounts payable pursuant to the Supplemental Retirement Plan, and (ii) the rights to indemnification under Section 5 hereof. In the event of any dispute regarding the existence of the Executive's incapacity hereunder, the matter shall be resolved by the determination of a majority of three physicians qualified to practice medicine in the state of the Executive's residence, one to be selected by each of the Executive and the Board and the third to be selected by such two designated physicians. For this purpose, the Executive shall submit to appropriate medical examinations. (c) Cause. (i) The Company may, at its option, terminate the Executive's employment under this Agreement for "Cause" (as hereinafter defined). A termination for Cause shall not take effect until and unless the Company complies with this Section 4(c)(i). The Executive shall be given written notice by the Company of the intention to terminate his employment hereunder for Cause (the "Cause Notice"). The Cause Notice shall state the particular action(s) or inaction(s) giving rise to termination for Cause. (ii) As used in this Agreement, the term "Cause" shall mean any one or more of the following, in any case as determined to have occurred by not less than two-thirds of the directors then serving on the Board: (A) the Executive's refusal to perform specific directives of the Board which are consistent with the scope and nature of the Executive's duties and responsibilities as set forth herein or a material violation by Executive of the policies, procedures or rules of the Company; (B) the Executive's commission of, or conviction for, a felony or any act involving fraud, embezzlement, theft, misrepresentation, dishonesty or moral turpitude; (C) the Executive's indictment for commission of a material crime on the basis of alleged facts of such a serious nature that the Company has reasonable cause to believe that the Executive cannot effectively discharge the Executive's duties and responsibilities, or the Executive's indictment for the commission of a material business related crime; (D) any gross or willful misconduct of the Executive resulting in substantial loss to the Company or substantial damage to the Company's business or reputation; (E) gross neglect of the Executive's duties resulting in substantial loss to the Company or substantial damage to the Company's business or reputation; or (F) any material breach by the Executive of this Agreement or any non-competition agreement between the Executive and the Company. (iii) The exercise of the right of the Company to terminate this Agreement pursuant to this Section 4(c) shall not abrogate the rights or remedies of the Company in respect of the breach giving rise to such termination. (iv) If the Company terminates the Executive's employment for Cause, he shall be entitled to: (A) accrued Base Salary through the date of the termination of his employment; (B) any amounts owing but not yet paid pursuant to Section 3(e); and (C) other or additional benefits to the extent required by any applicable plans and programs of the Company. (v) Notwithstanding anything to the contrary contained in this Agreement, if, following a termination of the Executive's employment for Cause, a court of competent jurisdiction, in a final determination, determines that the Executive was not guilty of the conduct that formed the basis for the termination, the Executive shall be entitled to the payments and the economic equivalent of the benefits he would have received had his employment been terminated by the Company without Cause. (d) Termination Without Cause. If, during the Employment Period, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), 4(b) or 4(c): (i) concurrent with such termination, the Company shall pay to the Executive an amount equal to his accrued Base Salary up to the date of termination, prorated Bonus (based on the same percentage of accrued Base Salary as compared to the annual Base Salary multiplied times the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment) and any amounts payable pursuant to the Supplemental Retirement Plan, in each case accrued through the date of termination; (ii) the Company shall continue to pay the Executive his Base Salary, average Bonus (based on the average of the annual Bonuses paid to the Executive for the three fiscal years of the Company preceding such termination of employment divided by the applicable pay period (said Base Salary and average bonus being payable pro-rata to the Executive on the Company's usual payroll dates)) and all other benefits which would otherwise be payable hereunder for a period of twelve months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least one year after the Executive's Date of Hire and for a period of twenty-four months if the effective date of the termination of the Executive's employment with the Company under this Section 4(d) occurs at least five years after the Executive's Date of Hire; provided, however, that if, prior to the end of such period, the Executive shall obtain employment with another employer (the Executive being obligated to use his or her reasonable best efforts to secure employment during such period), the amounts otherwise payable pursuant to this clause (ii) shall be reduced by the amount of compensation earned by the Executive from his or her new employment during such period (except that in no event shall any such reduction result in the Executive receiving an amount pursuant to this clause (ii) that would be less than the amount the Executive would have earned if his Base Salary, average Bonus and other benefits had been continued for a period of six months following such termination); (iii) the Executive shall be entitled to any amounts owing but not yet paid pursuant to Section 3(e); and (iv) the Executive shall be entitled to his rights to indemnification under Section 5 hereof. (e) Termination for Good Reason. (i) If, during the Employment Period, the Executive terminates his employment hereunder for "Good Reason" (as such term is defined in Section 4(e)(ii) hereof, he or she shall be entitled to all of the payments and benefits specified by Sections 4(d)(i) through 4(d)(iv) hereof, inclusive. (ii) For purposes of this Agreement, "Good Reason" shall mean, without the Executive's express written consent, the occurrence of any one or more of the following events: (A) a material breach of this Agreement by the Company; (B) the failure to elect or re-elect the Executive to any position that is at least substantially comparable or more favorable to the positions described in Section 2 hereof, removal of the Executive from any such position or any change in the Executive's responsibilities described in Section 2 in any respect which is materially adverse to the Executive; (C) a diminution of any of the Executive's significant duties or the assignment to the Executive of any duties inconsistent with his duties or the material impairment of the Executive's ability to function in the positions described in Section 2 hereof, in each case only after the Company shall have had an opportunity to cure (any such cure to be effected within 30 days after appropriate written notice of the basis for Good Reason is given to the Company by the Executive); (D) a material reduction of any benefit enjoyed by the Executive or the failure to continue the Executive's participation in any incentive compensation plan, unless a plan providing a substantially similar economic opportunity is substituted or all senior executives suffer a substantially similar reduction or failure; (E) the relocation of the Executive's office to a location more than 50 miles from Mansfield, Massachusetts; or (F) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company within 15 days after a merger, consolidation, sale of assets or similar transaction. (f) Voluntary Termination. If, during the Employment Period, the Executive voluntarily terminates his employment hereunder for any reason other than Good Reason, he shall be entitled to the payments specified by Sections 4(c)(iv)(A) through 4(c)(iv)(C) hereof, inclusive. 5. Indemnification. To the fullest extent permitted by law, the Certificate of Incorporation of the Company, the By-laws of the Company or any indemnification agreement entered into between the Company and the Executive, the Executive (and his heirs, executors and administrators) shall be indemnified by the Company and its successors and assigns. The obligations of the Company pursuant to this Section 5 shall survive the termination of the Employment Period, except as otherwise provided herein. 6. Non-Competition. For a period of three years following termination of the Executive's employment with the Company for any reason except as set forth below, the Executive agrees that he will not accept or continue to hold any position in any capacity, whether as an employee, agent, consultant, investor, director or otherwise, with any person, firm or corporation, whose present or planned business is competitive with the business of the Company as it exists on the date of the termination of the Executive's employment with the Company. In the event the Executive's employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason, the foregoing non-competition covenant shall apply for two years following the date of the termination of the Executive's employment with the Company. The foregoing non-competition covenant shall not apply to the Executive in any given instance if the Board waives said covenant in writing with respect to that instance. Ownership by the Executive of less than one percent (1%) of the outstanding stock or securities in any business enterprise shall not itself be deemed to be engaging in any activity prohibited by this Section 6. 7. Trade Secrets. If the Executive has not already done so, the Executive agrees to execute and abide by the Company's standard form of agreement presently in effect protecting the Company's inventions, patents and proprietary and confidential information and the Executive agrees to execute and abide by any subsequent agreement generally in effect for the Company's officers and key employees. 8. Insurance. The Company may, at its election and for its benefit, insure the Executive against disability, accidental loss or death and the Executive shall submit to such physical examinations and supply such information as may be required in connection therewith. 9. Assignment. The rights and benefits of the Executive hereunder shall not be assignable, whether by voluntary or involuntary assignment or transfer. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Company, and the heirs, executors and administrators of the Executive, and shall be assignable by the Company to any entity acquiring substantially all of the assets of the Company, whether by merger, consolidation, sale of assets or similar transaction. 10. Notices. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and personally delivered, sent by certified or registered mail or sent by overnight courier service as follows: if to the Executive, to his address as set forth in the records of the Company, and if to the Company, to the address of its principal executive offices, attention: President, with a copy to William Williams II, Esquire, Palmer & Dodge LLP, One Beacon Street, Boston, MA 02108, or to any other address designated by any party hereto by notice similarly given. 11. Waiver of Breach. A waiver by the Company or the Executive of any breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other or subsequent breach by the other party. 12. Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof. This Agreement may be modified only by an agreement in writing signed by the parties hereto. 13. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If, moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed, by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear. 14. Costs. In the event that a dispute shall arise between the parties hereto with respect to any term or provision of this Agreement or the subject matter hereof, all costs and expenses (including attorney fees incurred by the Company or the Executive associated with such dispute) shall be borne by the respective party incurring such costs and expenses; provided, however, that if such dispute is ultimately determined in favor of Executive by a court of competent jurisdictions, then the Company shall be required to reimburse the Executive for up to an aggregate $100,000 of such costs and expenses actually incurred by the Executive in connection with such dispute. 15. Interpretation; Applicable Law. This Agreement and its terms are subject to reasonable interpretation by the Compensation Committee in its sole discretion. The terms of this Agreement shall be governed by and construed in accordance with the internal laws (as opposed to the conflict of laws provisions) of the Commonwealth of Massachusetts. 16. Complete Agreement. This Agreement supersedes all other prior agreements between the Executive and the Company concerning the Executive's employment with the Company, and none of such agreements shall be of any force or effect whatsoever; provided, however, that nothing contained herein shall be deemed to limit or otherwise affect the provisions of any non-competition agreement or code of conduct arrangement between the Executive and the Company or the provisions of any other agreement, arrangement or policy concerning the Executive and the Company that is unrelated to the subject matter of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. HELIX TECHNOLOGY CORPORATION By:/s/Robert J. Lepofsky ---------------------------- President EXECUTIVE: /s/ Richard J. Paynting ---------------------------- Richard J. Paynting EX-11 6 Exhibit 11. SCHEDULE OF COMPUTATION OF INCOME PER SHARE
- ------------------------------------------------------------------------------------------------------------------------------------ (in thousands except per share data) 1997 1996 1995 - ------------------------------------------------------------------------------------------------------------------------------------ Net income $21,315 $21,957 $20,985 Basic shares (1) 19,768 19,670 19,478 Add: (1) common equivalent shares representing shares issuable upon conversion of stock options (using the treasury stock method) Options outstanding not included in the computation of diluted shares were 40, 60, and 0 for 1997, 1996 and 1995, respectively, because the options' price was greater than the average market price of the common shares. 202 308 532 Diluted shares (1) 19,970 19,978 20,010 Basic net income per share (1) $ 1.08 $ 1.12 $ 1.08 Diluted net income per share (1) $ 1.07 $ 1.10 $ 1.05 (1) All share and per share data reflect a two-for-one common stock split effective November 1997. (Note E)
EX-21 7 Exhibit 21. Subsidiaries of the Registrant Percentage of Voting Subsidiary Place Organized Securities Owned - ------------------- --------------- -------------------- Helix Securities Corporation Massachusetts Wholly owned CTI-Cryogenics, Inc. Barbados Wholly owned CTI-Cryogenics Ltd. England Wholly owned CTI-Cryogenics SA France Wholly owned CTI-Cryogenics GmbH Germany Wholly owned EX-23 8 Exhibit 23. Consent of Experts and Counsel CONSENT OF INDEPENDENT ACCOUNTANTS To The Board Of Directors and Stockholders of Helix Technology Corporation: We consent to the incorporation by reference in the registration statement of Helix Technology Corporation on Form S-8 (File No. 2-83974) of our reports dated February 6, 1998, on our audits of the consolidated financial statements and financial statement schedules of Helix Technology Corporation as of December 31, 1997 and 1996, and for the years ended December 31, 1997, 1996 and 1995, which reports are included in this Annual Report on Form 10-K. /s/ Coopers & Lybrand L.L.P. ------------------------------- Coopers & Lybrand L.L.P. Boston, Massachusetts March 12, 1998 EX-27 9 FDS
5 1000 YEAR DEC-31-1997 DEC-31-1997 33,360 0 15,521 (150) 11,287 65,329 27,094 (17,370) 81,666 14,620 0 0 0 19,830 47,216 81,666 131,519 131,519 69,210 33,088 (3,271) 0 0 32,492 11,177 21,315 0 0 0 21,315 1.08 1.07
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