-----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, JVs6yDJFFoM81HHWmPkUUkwPoj4FqkqI8LE76tIgAd+2FRFgcFC/xUr5qW1GBZDQ btAyr+X+eLVjGrAOSMX5BQ== 0000912057-95-008778.txt : 19951101 0000912057-95-008778.hdr.sgml : 19951101 ACCESSION NUMBER: 0000912057-95-008778 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19951020 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MINNTECH CORP CENTRAL INDEX KEY: 0000724969 STANDARD INDUSTRIAL CLASSIFICATION: 3841 IRS NUMBER: 411229121 STATE OF INCORPORATION: MN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11278 FILM NUMBER: 95583057 BUSINESS ADDRESS: STREET 1: 14605 28TH AVE NORTH CITY: MINNEAPOLIS STATE: MN ZIP: 55447 BUSINESS PHONE: 6125533300 FORMER COMPANY: FORMER CONFORMED NAME: RENAL SYSTEMS INC DATE OF NAME CHANGE: 19861001 11-K 1 FORM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ------------------------------------------------ FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the Plan's fiscal year ended March 31, 1995 ------------------------------------------------ A. Full title of the plan and the address of the plan, if different from that of the issuer named below: MINNTECH CORPORATION PROFIT SHARING AND RETIREMENT PLAN AND TRUST B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Minntech Corporation 14605 - 28th Avenue North Minneapolis, Minnesota 55447 This Form 11-K consist of 13 pages (including exhibits). Page 1 of 13 MINNTECH CORPORATION PROFIT SHARING AND RETIREMENT PLAN AND TRUST INDEX Page Number ------ Financial Statements: - - -------------------- Report of Independent Accountants F-1 Statement of Net Assets Available for Benefits F-2 Statement of Changes in Net Assets Available for Benefits, with Fund Information F-3 to F-4 Notes to Financial Statements F-5 to F-7 Supplementary Schedules: - - ----------------------- I. Assets Held for Investment at March 31, 1995 F-8 II. Reportable Transactions for the Year Ended March 31, 1995 F-9 Other schedules required by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. Exhibits: - - -------- Consent of Independent Accountants E-1 Page 2 of 13 REPORT OF INDEPENDENT ACCOUNTANTS To the Participants and Administrator of the Minntech Corporation Profit Sharing and Retirement Plan and Trust In our opinion, the accompanying statement of net assets available for benefits and the related statement of changes in net assets available for benefits, with fund information, present fairly, in all material respects, the net assets available for benefits of the Minntech Corporation Profit Sharing and Retirement Plan and Trust at March 31, 1995, and the changes in net assets available for benefits for the year then ended, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the plan's management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for the opinion expressed above. Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in Schedules I and II is presented for purposes of additional analysis and is not a required part of the basic financial statements but is additional information required by ERISA. The Fund Information in the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the changes in net assets available for benefits of each fund. Schedules I and II and the Fund Information have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. The financial statements of the Minntech Corporation Profit Sharing and Retirement Plan and Trust for the year ended March 31, 1994 were audited by other independent accountants whose report dated August 11, 1994 expressed an unqualified opinion on those statements. Price Waterhouse LLP Minneapolis, Minnesota September 15, 1995 F-1 Page 3 of 13 MINNTECH CORPORATION PROFIT SHARING AND RETIREMENT PLAN AND TRUST STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
March 31, --------------------------- 1995 1994 ---- ---- Investments (at fair value): Fidelity Funds: Magellan Fund $ 1,244,404 $ 999,026 Growth and Income Fund 805,415 546,044 Overseas Fund 209,892 118,928 Intermediate Bond Fund 390,905 243,492 Spartan Money Market Fund 541,607 436,754 Securities of participating employer - Minntech Corporation Common Stock 683,414 455,561 ------------ ------------ Total investments 3,875,637 2,799,805 Participant loans 229,361 229,676 Employer contribution receivable 363,550 171,621 Cash 19,736 16,761 ------------ ------------ Net assets available for benefits $ 4,488,284 $ 3,217,863 ------------ ------------ ------------ ------------
See accompanying notes to financial statements. F-2 Page 4 of 13 MINNTECH CORPORATION PROFIT SHARING AND RETIREMENT PLAN AND TRUST STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION YEAR ENDED MARCH 31, 1995
Fund Information ----------------------------------------------------------------------- Spartan Growth and Intermediate Money Magellan Income Overseas Bond Market Fund Fund Fund Fund Fund ------------ ---------- ---------- ---------- ---------- Sources of net assets: Interest/dividend income $ 38,719 $ 50,122 $ 2,964 $ 24,463 $ 22,836 Net realized gain (loss) on investments 9,691 (1,961) 802 3,784 Net unrealized appreciation (depreciation) in market value of investments 46,725 36,772 (8,340) (13,304) Employer discretionary contributions Employer matching contributions 14,595 7,906 2,943 4,150 4,916 Employee contributions 189,947 104,082 36,813 53,199 61,929 ------------ ---------- ---------- ---------- ---------- Total additions 299,677 196,921 35,182 72,292 89,681 Applications of net assets: Distributions (19,798) (10,107) (764) (2,337) (6,080) ------------ ---------- ---------- ---------- ---------- Total decreases (19,798) (10,107) (764) (2,337) (6,080) ------------ ---------- ---------- ---------- ---------- Net increase prior to interfund transfers 279,879 186,814 34,418 69,955 83,601 Interfund transfers (34,501) 72,557 56,546 77,458 21,252 ------------ ---------- ---------- ---------- ---------- Net increase (decrease) 245,378 259,371 90,964 147,413 104,853 Net assets available for benefits: Beginning of year 999,026 546,044 118,928 243,492 436,754 ------------ ---------- ---------- ---------- ---------- End of year $ 1,244,404 $ 805,415 $ 209,892 $ 390,905 $ 541,607 ------------ ---------- ---------- ---------- ---------- ------------ ---------- ---------- ---------- ---------- Minntech Corporation Contribution Common Participant Receivable Stock Loans and Cash Total ------------ ---------- ---------- --------- Sources of net assets: Interest/dividend income $ 4,470 $ 20,534 $ 164,108 Net realized gain (loss) on investments (5,749) 6,567 Net unrealized appreciation (depreciation) in market value of investments 166,954 228,807 Employer discretionary contributions $ 363,550 363,550 Employer matching contributions 4,695 39,205 Employee contributions 59,522 19,736 525,228 ------------ ---------- ---------- ---------- Total additions 229,892 20,534 383,286 1,327,465 Applications of net assets: Distributions (12,570) (5,388) (57,044) ------------ ---------- ---------- ---------- Total decreases (12,570) (5,388) (57,044) ------------ ---------- ---------- ---------- Net increase prior to interfund transfers 217,322 15,146 383,286 1,270,421 Interfund transfers 10,531 (15,461) (188,382) ------------ ---------- ---------- ---------- Net increase (decrease) 227,853 (315) 194,904 1,270,421 Net assets available for benefits: Beginning of year 455,561 229,676 188,382 3,217,863 ------------ ---------- ---------- ---------- End of year $ 683,414 $ 229,361 $ 383,286 $ 4,488,284 ------------ ---------- ---------- ------------ ------------ ---------- ---------- ------------
See accompanying notes to financial statements. F-3 Page 5 of 13 MINNTECH CORPORATION PROFIT SHARING AND RETIREMENT PLAN AND TRUST STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION YEAR ENDED MARCH 31, 1994
Fund Information ---------------------------------------------------------- Spartan Growth and Intermediate Money Magellan Income Overseas Bond Market Fund Fund Fund Fund Fund Sources of net assets: Interest/dividend income $ 79,438 $ 32,554 $ 1,177 $ 19,268 $ 13,588 Net unrealized appreciation (depreciation) in market value of investments 12,114 10,278 14,838 (8,978) Employer discretionary contributions Employer matching contributions 11,984 7,012 994 3,685 3,910 Employee contributions 155,588 95,061 11,704 48,006 50,233 -------- -------- ------- ------- -------- Total additions (deductions) 259,124 144,905 28,713 61,981 67,731 Applications of net assets: Distributions (43,154) (26,983) (5,467) (18,531) (18,239) -------- -------- ------- ------- -------- Total decreases (43,154) (26,983) (5,467) (18,531) (18,239) -------- -------- ------- ------- -------- Net increase prior to interfund transfers 215,970 117,922 23,246 43,450 49,492 Interfund transfers 155,717 11,409 36,110 (12,300) (10,617) -------- -------- ------- ------- -------- Net increase (decrease) 371,687 129,331 59,356 31,150 38,875 Net assets available for benefits: Beginning of year 627,339 416,713 59,572 212,342 397,879 -------- -------- ------- ------- -------- End of year $ 999,026 $ 546,044 $ 118,928 $ 243,492 $ 436,754 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Minntech Corporation Contribution Common Participant Receivable Stock Loans and Cash Total ----- -------- -------- ----------- Source of Net Assets: Interest/dividend income $ 95 $ 16,648 $ 162,768 Net unrealized appreciation (depreciation) in market value of investments (97,041) (68,789) Employer discretionary contributions $171,621 171,621 Employer matching contributions 4,867 32,452 Employee contributions 58,818 16,761 436,171 ---------- ---------- -------- ----------- Total additions (deductions) (33,261) 16,648 188,382 734,223 Applications of net assets: Distributions (9,428) (7,738) (129,540) Total decreases (9,428) (7,738 (129,540) ---------- ---------- -------- ----------- Net increase prior to interfund transfers (42,689) 8,910 188,382 604,683 Interfund transfers 48,997 89,381 (318,697) ---------- ---------- -------- ----------- Net increase (decrease) 6,308 98,291 (130,315) 604,683 Net assets available for benefits: Beginning of year 449,253 131,385 318,697 2,613,180 ---------- ---------- -------- ----------- End of year $ 455,561 $ 229,676 $188,382 $ 3,217,863 ---------- ---------- -------- ----------- ---------- ---------- -------- -----------
See accompanying notes to financial statements. F-4 Page 6 of 13 MINNTECH CORPORATION PROFIT SHARING AND RETIREMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS NOTE 1 - DESCRIPTION OF THE PLAN The Minntech Corporation Profit Sharing and Retirement Plan and Trust (the Plan) is fully described in the "Minntech Corporation Profit Sharing and Retirement Plan and Trust" plan agreement. PARTICIPATION The Plan is a defined contribution plan for Minntech Corporation's (the Company) employees. Employees are eligible to participate in the Plan after the employee has both: (a) attained twenty-one years of age, and (b) completed 1000 or more hours during 12 consecutive months. Certain employees are not eligible if employed under a collective bargaining agreement with a labor union unless that agreement expressly provides for the employee's coverage under the Plan. ADMINISTRATION The Company is the Plan Administrator. To assist the Company as the Plan Administrator, the Plan provides for the appointment of an Administrative Committee, which consists of officers/shareholders of the Company. A separate officer and shareholder of the Company is the trustee (the Trustee) of the Plan. Fidelity Investments is an agent of the Trustee and is the investment custodian for the Plan. CONTRIBUTIONS Eligible participants may invest 1% to 10% of their annual compensation, with the Company matching 10% of the first 6%. The Company may also make discretionary contributions to the Plan each year based upon the financial performance of the Company. Although the Company is not required to make a contribution in any Plan year, the Company's Board of Directors has passed a revocable resolution to contribute 4% of each qualified participant's recognized compensation, as defined, upon attaining certain profit goals. Contributions are credited to each qualifying participant's account, based on the proportion of their recognized compensation, as defined, bears to the total recognized compensation of all qualifying participants. Contributions are fully funded on an annual basis, following the Plan's fiscal year-end. F-5 Page 7 of 13 DISTRIBUTIONS Distributions are made to vested employees after retirement or termination from the Company. VESTING When employment ends, the participants are vested in all, some or none of their account balance, depending upon various factors, including the participant's age and length of service. Any non-vested portion of the account balance will be forfeited and added to the remaining qualified participants' accounts, in proportion to which a qualified participant's recognized compensation bears to the total recognized compensation of all qualifying participants. A qualifying participant vests twenty percent after three years, an additional twenty percent for each of years four, five, six and seven. A participant is fully vested after seven years of service or upon retirement at age sixty-five or upon death or disability. The Company may elect to terminate the Plan at any time. In the event the Company elects to terminate the Plan, all participant account balances become fully vested. PARTICIPANT LOANS Participants may borrow from their accounts at a minimum of $1,000 up to a maximum of the lesser amount of $50,000 or 50% of their vested account balance. The loans are secured by the vested balance in the participants' accounts and bear interest at the prime interest rate. Loans must be repaid over a period of five to ten years. NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The financial statements of the plan are prepared on the accrual basis of accounting. INVESTMENTS Investments are recorded at fair market value, as determined by quoted prices in an active market. Unrealized gains or losses on investments for the period are reflected in the Statement of Changes in Net Assets Available for Benefits. ADMINISTRATIVE EXPENSES Currently, no administrative expenses are paid by the Plan. Administrative expenses for legal, auditing, and administration costs have been fully paid by the Company at its discretion. F-6 Page 8 of 13 NOTE 3 - FEDERAL INCOME TAX STATUS The Internal Revenue Service has determined and informed the Company by letter dated November 30, 1993 that the Plan qualifies under the applicable sections of the Internal Revenue Code (IRC) and is, therefore, not subject to tax under present income tax law. NOTE 4 - BENEFIT PAYMENTS Benefit payments requested but unpaid were $0 and $5,105 at March 31, 1995 and 1994, respectively. F-7 Page 9 of 13 SCHEDULE I MINNTECH CORPORATION PROFIT SHARING AND RETIREMENT PLAN AND TRUST ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES MARCH 31, 1995
Current Identity of Issuer Description of Investment Cost Value ------------------ ------------------------- ---- ----- Fidelity Investments Magellan Fund $ 1,197,679 $ 1,244,404 Growth and Income Fund 768,643 805,415 Overseas Fund 218,232 209,892 Intermediate Bond Fund 404,209 390,905 Spartan Money Market Fund 541,607 541,607 ------------ ----------- 3,130,370 3,192,223 Minntech Corporation* Common stock 516,460 683,414 Participant loans Loans receivable from participants 229,361 229,361 ------------ ----------- Total assets held for investment purposes $ 3,876,191 $ 4,104,998 ------------ ----------- ------------ -----------
* Party in interest. F-8 Page 10 of 13 SCHEDULE II MINNTECH CORPORATION PROFIT SHARING AND RETIREMENT PLAN AND TRUST ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED MARCH 31, 1995
Purchase Selling Cost of Net Gain Identity of Party Involved Description of Asset Price Price Asset (Loss) - - -------------------------- -------------------- ----- ----- ----- ---- Fidelity Investments - Purchase of 5,813 units of participation in Magellan Fund 83 transactions $ 391,066 Fidelity Investments - Sale of 2,963 units of participation in Magellan Fund 37 transactions $ 202,103 $ 206,589 $ (4,486) Fidelity Investments - Purchase of 11,868 units of Growth and Income Fund participation in 81 transactions 258,045 - - - Fidelity Investments - Purchase of 17,388 units of Intermediate Bond Fund participation in 77 transactions 175,223 - - - Fidelity Investments - Purchase of 161,027 units of Spartan Money Market Fund participation in 80 transactions 161,027 - - -
F-9 Page 11 of 13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee of the Minntech Corporation Profit Sharing and Retirement Plan and Trust has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 20, 1995 MINNTECH CORPORATION PROFIT SHARING AND RETIREMENT PLAN AND TRUST By /s/ Louis C. Cosentino, Ph.D. -------------------------------------- Louis C. Cosentino, Ph.D. Member of the Administrative Committee Page 12 of 13 EX-23 2 EXHIBIT 23 EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-35368) of Minntech Corporation of our report dated September 15, 1995 appearing in the Annual Report of the Minntech Corporation Profit Sharing and Retirement Plan and Trust which is included in this Annual Report on Form 11-K for the year ended March 31, 1995. Price Waterhouse LLP Minneapolis, Minnesota October 20, 1995 E-1 Page 13 of 13 -----END PRIVACY-ENHANCED MESSAGE-----