-----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, V335CU8g7UkE3HXBDk+CGcWwAEB8efc6mIc7zYGvD7OMdRHTBy7YrqicmL4Dxly9 RM1UQcylu704m/iOngyp6Q== 0000950005-96-000219.txt : 19960503 0000950005-96-000219.hdr.sgml : 19960503 ACCESSION NUMBER: 0000950005-96-000219 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960330 FILED AS OF DATE: 19960502 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BEI ELECTRONICS INC CENTRAL INDEX KEY: 0000851478 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 710455756 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-17885 FILM NUMBER: 96555432 BUSINESS ADDRESS: STREET 1: ONE POST ST STREET 2: STE 2500 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4159564477 10-Q 1 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 30, 1996 or [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . ------- ------- Commission file number 0-17885 B E I E L E C T R O N I C S, I N C. (Exact name of Registrant as specified in its charter) Delaware 71-0455756 - ------------------------------------ ------------------------------------ (State of incorporation) (I.R.S. Employer Identification No.) One Post Street, Suite 2500 San Francisco, California 94104 ------------------------------- (Address of principal executive offices) (415) 956-4477 -------------- (Registrant's telephone number) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ---- ---- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock: $.001 Par Value, 6,900,536 shares as of April 19, 1996 Page 1 of 15 BEI ELECTRONICS, INC. AND SUBSIDIARIES INDEX
PART 1. FINANCIAL INFORMATION PAGE ---- Item 1. Financial Statements Condensed Consolidated Balance Sheets--March 30, 1996 and 3 September 30, 1995 Condensed Consolidated Statements of Operations--Quarter and Six 4 Months ended March 30, 1996 and April 1, 1995 Condensed Consolidated Statements of Cash Flows--Six Months 5 ended March 30, 1996 and April 1, 1995 Notes to Condensed Consolidated Financial Statements--March 30, 6 1996 Item 2. Management's Discussion and Analysis of Financial Condition and 11 Results of Operations PART II. OTHER INFORMATION Item 4. Submission of Matters to Vote of Security Holders 14 Item 6. Exhibits and Reports on Form 8-K 14 SIGNATURES 15
Page 2 of 15 BEI ELECTRONICS, INC. AND SUBSIDIARIES PART I. FINANCIAL INFORMATION Item 1. Financial Statements CONDENSED CONSOLIDATED BALANCE SHEETS March 30, September 30, 1996 1995 (Unaudited) (Note) (dollars in thousands) - -------------------------------------------------------------------------------- ASSETS Cash and cash equivalents $ 9,264 $ 11,690 Trade receivables, net 19,263 18,860 Inventories, net -- Note B 20,409 20,482 Other current assets 6,127 5,978 Current assets of Hydra 70 Rocket line of business, net -- Note C 7,279 6,820 -------- -------- Total current assets 62,342 63,830 Property, plant and equipment, net 23,829 23,457 Acquired technology -- Note E 7,616 8,125 Goodwill 5,767 4,833 Other assets, net 9,654 10,065 Non-current assets of Hydra 70 Rocket line of business -- Note C 3,218 3,428 -------- -------- $112,426 $113,738 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Trade accounts payable $ 5,813 $ 8,092 Accrued expenses and other liabilities 15,636 16,602 Current portion of long-term debt 5,804 259 Current liabilities of Hydra 70 Rocket line of business -- Note C 2,821 2,954 -------- -------- Total current liabilities 30,074 27,907 Long-term debt, less current portion 24,434 30,157 Deferred income taxes and other liabilities 1,830 2,355 Minority interest in subsidiary 1,542 -- Stockholders' equity less treasury stock 54,546 53,319 -------- -------- $112,426 $113,738 ======== ======== See notes to condensed consolidated financial statements. Note: The balance sheet at September 30, 1995 has been derived from the audited consolidated balance sheet at that date. Page 3 of 15 BEI ELECTRONICS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Quarter Ended Six Months Ended ------------------------------------------------------------------ March 30, April 1, March 30, April 1, 1996 1995 1996 1995 (dollars in thousand except per share amounts) - ---------------------------------------------------------------------------------------------------------------------- Net sales $ 39,995 $ 36,531 $ 74,661 $ 73,229 Cost of sales 28,766 27,841 53,313 54,627 -------- -------- -------- -------- 11,229 8,690 21,348 18,602 Selling, general and administrative expenses 8,730 8,258 16,543 16,925 Research, development and related expenses 1,238 1,046 2,458 2,328 -------- -------- -------- -------- Income (loss) from operations 1,261 (614) 2,347 (651) Interest expense 669 623 1,316 1,278 Other income 382 630 494 672 -------- -------- -------- -------- Income (loss) before income taxes 974 (607) 1,525 (1,257) Provision (benefit) for income taxes 365 (205) 563 (410) -------- -------- -------- -------- Net income (loss) $ 609 ($ 402) $ 962 ($ 847) ======== ======== ======== ======== Earnings (loss) per common share and common share equivalents -- Note D $ 0.09 ($ 0.06) $ 0.14 ($ 0.13) ======== ======== ======== ======== Weighted average shares outstanding 7,067 6,751 7,015 6,721 ======== ======== ======== ======== Dividends per common share $ 0.02 $ 0.02 $ 0.04 $ 0.04 ======== ======== ======== ======== See notes to condensed consolidated financial statements.
Page 4 of 15 BEI ELECTRONICS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended ------------------------ March 30, April 1 1996 1995 (dollars in thousands) - -------------------------------------------------------------------------------- Net cash (used) provided by operating activities ($733) $ 1,585 Cash flows from investing activities: Purchases of property, plant and equipment (2,490) (2,140) Proceeds from sale of BEI Medical Systems, Inc. stock, net 1,475 -- Purchase of other assets (339) (17) -------- -------- Net cash used in investing activities (1,354) (2,157) Cash flows from financing activities: Borrowings from line of credit -- 5,500 Payments on line of credit -- (5,500) Payments on long term debt (481) (136) Proceeds from issuance of common stock 280 153 Payment of cash dividends (138) (269) -------- -------- Net cash used by financing activities (339) (252) -------- -------- Net decrease in cash and cash equivalents (2,426) (824) Cash and cash equivalents at beginning of period 11,690 4,197 -------- -------- Cash and cash equivalents at end of period $ 9,264 $ 3,373 ======== ======== See notes to condensed consolidated financial statements. Page 5 of 15 BEI ELECTRONICS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) March 30, 1996 NOTE A -- BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending September 28, 1996. For further information, refer to the consolidated financial statements and footnotes thereto in the Company's annual report on Form 10-K for the year ended September 30, 1995. NOTE B--INVENTORIES March 30, September 30, 1996 1995 (dollars in thousands) - -------------------------------------------------------------------------------- Finished products $ 1,687 $ 1,607 Work in process 6,476 6,085 Materials 9,811 9,991 Costs incurred under long-term contracts, including U.S. Government contracts 14,403 26,269 Unapplied progress payments (5,651) (17,621) -------- -------- Net inventories $ 26,726 $ 26,331 Inventories included in current assets of HYDRA 70 Rocket line of business, net of progress payments of $5,651 and $17,621 $ 6,317 $ 5,849 -------- -------- $ 20,409 $ 20,482 ======== ======== Page 6 of 15 NOTE C -- HYDRA 70 ROCKET CONTRACT In September 1995, management of the Company reached the decision to exit the rocket manufacturing line of business which makes up a substantial portion of the Defense Systems segment. The principal product comprising this line of business is the HYDRA 70 (H70) Rocket. For further information, see Note C to Consolidated Financial Statements for the fiscal year ended September 30, 1995. At September 30, 1995, the Company accrued a total of $1.2 million to provide for shut down costs such as employee severance and facilities closure. Defense Systems segment total sales of $23 million for the six months ended March 30, 1996 consisted of $20.7 million of H70 sales and $2.3 million in sales of other products. Net sales for the comparable period in fiscal 1995 was $26.2 million, including H70 sales of $23.5 million and other sales of $2.7 million. Operating profit for the segment was $0.7 million and $0.3 million for the six months ended March 30, 1996 and April 1, 1995, respectively. NOTE D--EARNINGS PER COMMON SHARE AND COMMON SHARE EQUIVALENTS
Quarter Ended Six Months Ended ------------------------------------- ------------------------------- March 30, April 1, March 30, April 1, 1996 1995 1996 1995 (amounts in thousands except per share data) - ------------------------------------------------------------------------------------------------------------------------ Weighted average shares outstanding 6,891 6,751 6,860 6,721 Net effect of dilutive stock options based on the treasury stock method 176 -- 155 -- ------- ------- ------- ------- Total weighted average shares outstanding 7,067 6,751 7,015 6,721 ======= ======= ======= ======= Net income (loss) $ 609 ($402) $ 962 ($847) ======= ======= ======= ======= Earnings (loss) per common share and common share equivalents $ 0.09 ($0.06) $ 0.14 ($0.13) ======= ======= ======= =======
Earnings per common share and common share equivalents are computed by dividing net income by the weighted average number of shares of common stock and common stock equivalents outstanding during the period. Loss per common share is based on the weighted average number of common shares only, as any assumption of exercise of options would be antidilutive. Page 7 of 15 NOTE E--CONTINGENCIES AND LITIGATION BEI Systron Donner Company vs. General Precision Industries, Inc., et al. In connection with the acquisition of assets from Systron Donner Corporation during fiscal 1990, a subsidiary of the Company assumed an obligation to pay former shareholders of General Precision Industries (GPI) $4.3 million if certain levels of confirmed orders and shipments are achieved for products developed using technology acquired from GPI in 1986 under a license agreement which expires in 2003. The technology acquired was assigned a value of $5.6 million for the purchase price allocation for the acquisition. In September of 1991, the Licensor of the patent on which the Company's quartz technology is based advised the Company that royalties in excess of the amounts previously paid by the Company were due. The amount of royalties involved was approximately $400,000. The Company advised the Licensor that based on its understanding of the license agreement no additional amounts were due. The Licensor alleged that nonpayment of the royalties due would give the Licensor the right to terminate the license agreement. The parties were unable to resolve these differences. Accordingly, the Company elected to exercise the provision of the license agreement which required arbitration of any disputes between the parties to the agreement. In June of 1993, the Company and the Licensor filed briefs with the arbitration panel. The Licensor alleged in its brief that the amount of royalties, milestone payments and accrued interest due as of September 30, 1992 was approximately $10.0 million (including the $4.3 million described above), and asked the arbitration panel to rule that the license could be terminated based on noncompliance by the Company with the terms of the license agreement. The Company asked the arbitration panel to rule that the amounts of the royalties paid by the Company had been properly determined by the Company, that the original license agreement should be reformed to reduce the royalties due on future sales as a result of failure by the Licensor to disclose certain matters which significantly impacted the Company's timely ability to employ the licensed patent on production units and that the license was not subject to termination. The arbitration process is ongoing. The arbitration panel bifurcated the issues in the arbitration, and issued an interim ruling in February 1995. In that interim ruling, which will become final at the close of the arbitration, the Panel concluded that the license agreement was not subject to termination, that non-recurring engineering revenues were not royalty-bearing, and that $1 million of the $4.3 million discussed above is due only if certain conditions are met in the future. The Panel also concluded that the Company is entitled to ownership of an accelerometer patent that the former Shareholders developed. Further, in September 1995, the panel ruled that certain development costs incurred by the Company could not be used to offset accrued royalties. As a result, in September 1995, the Company accrued $3.5 million for royalties and related costs based on its understanding of the amounts due under the panel's September ruling. The estimate of royalties and related amounts due under the license agreement are based on the Company's proposal to the panel and are significantly less than amounts proposed by the Licensor. Under the panel's February 1995 ruling, $3.3 million of the $4.3 million became due. This amount, which is considered part of the original acquisition cost of the technology, was accrued in February 1995, paid in October 1995, and is being amortized over the remaining term of the license. Page 8 of 15 The second phase of the arbitration continues with further arguments having occurred in December 1995. This phase involves the final determination of royalty amounts due for unit sales of product using the acquired technology and other matters including the parties' respective claims for attorneys' fees. In April 1996 the panel issued a second interim ruling, which will become final at the end of the arbitration. In the ruling the panel has asked both of the parties to quantify royalties using guidance set forth by the panel. In the event that the arbitration panel rules that the Company's liability is more or less than the $3.5 million accrued, an adjustment to the September 30, 1995 estimate will be required. While the final outcome of this matter cannot be determined with certainty, management believes, taking all factors into account and after consultation with legal counsel, that this matter will not result in a material adverse impact on the financial position of the Company. HYDRA 70 Rocket Contract Related Contingencies In October 1995, the Company's Defense Systems subsidiary received notification from the Procuring Contracting officer for the HYDRA 70 (H 70) Rocket Systems Contract that the Government considered that Defense Systems had failed to maintain satisfactory fuze production which was endangering performance of the subject contract. Defense Systems has continued production and deliveries under the contract and has received payments in accordance with the contract's terms. Based on the information available, management of the Company believes, after consultation with legal counsel specializing in government procurement law, that the outcome of this matter will not have a material impact on the financial position or the results of operations of the Company. State of California Department of Toxic Substance Control vs. Southland Oil, Inc. et al. In October 1993, the State of California filed a first amended complaint against a division of the Company and fifty-two other defendants seeking recovery of response costs incurred by the State at a waste oil recycling facility in Commerce, California (the"Site"). The litigation with the State was settled in principle in 1995, requiring a dismissal of the action following the payment by defendants to the State of $2.6 million to settle all past and future response costs at the Site (as well as all other alleged damages). The defendants believe there are additional parties that should be liable for the settlement amount, and some of the defendants (including the Company) filed a third party claim against these other parties. There has not yet been an allocation of the $2.6 million settlement amount either among the defendants or between the defendants and the third party defendants. Recent formulas proposed for settlement and discussed by the defendants and the third party defendants would result in the Company's share of the settlement amount being set at less than $20,000. While the outcome of this matter cannot be determined with certainty, management believes, after consultation with legal counsel, that the ultimate resolution will not have a material adverse impact on the financial position of the Company. CooperSurgical Inc., vs. BEI Medical Systems Company, Inc. et al. In October 1993, CooperSurgical, Inc. a subsidiary of the Cooper Companies, filed a claim for unspecified damages alleging unfair competition due to actions by BEI Medical Systems and Richard Turner, its president, a former employee of the Cooper Companies, and others. On May 16, 1994, the Chancery Division for the Superior Court of New Jersey granted a partial summary judgment in favor of the plaintiff and issued an injunction against the defendants restraining them from selling certain products until June 20, 1996. In September 1994, BEI Medical Systems filed a motion to vacate the May 16, 1994 order. On November 28, 1994, the Court vacated the restraining order. Page 9 of 15 Management has vigorously defended its rights in this action and believes after discussion with legal counsel that the CooperSurgical claims are exaggerated. Expert witnesses for BEI have prepared a formal response to the CooperSurgical damage claims which was submitted in February 1995. The court has set a trial date of May 28, 1996, but there can be no assurance that the trial will begin on that date. While the outcome of this matter cannot be determined at this time, management believes, taking known factors into account and after consultation with legal counsel, that this matter will not result in a material adverse impact on the financial position of the Company. Other The Company has pending various legal actions arising in the normal course of business. None of these legal actions is expected to have a material effect on the Company's operating results or financial condition. Page 10 of 15 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following table sets forth, for the fiscal periods indicated, the percentage of net sales represented by certain items in the Company's Consolidated Statements of Operations.
Quarter Ended Six Months Ended -------------------------------------------------------------- March 30, April 1, March 30, April 1, 1996 1995 1996 1995 - ---------------------------------------------------------------------------------------------------------------- Net sales 100.0% 100.0% 100.0% 100.0% Cost of sales 71.9 76.2 71.4 74.6 ----- ----- ----- ----- Gross profit 28.1 23.8 28.6 25.4 Operating expenses Selling, general and administrative expenses 21.8 22.6 22.2 23.1 Research, development and related expenses 3.1 2.9 3.3 3.2 ----- ----- ----- ----- Income (loss) from operations 3.2 (1.7) 3.1 (0.9) Interest expense 1.7 1.7 1.8 1.7 Other income 0.9 1.7 0.7 0.9 ----- ----- ----- ----- Income (loss) before income taxes 2.4 (1.7) 2.0 (1.7) Provision for income taxes (credit) 0.9 (0.6) 0.7 (0.5) ----- ----- ----- ----- Net income (loss) 1.5% (1.1)% 1.3% (1.2)% ===== ===== ===== =====
Quarter ended March 30, 1996 and April 1, 1995 Net sales for the quarter ended March 30, 1996 increased $3.5 million or 9.5% from the same period in fiscal 1995. Sensors & Systems segment sales volume increased $3.0 million or 14.0% from the second quarter of 1995. The sales increase reflects more than 20% improvement in sales from units with primarily commercial products, mostly industrial and automotive products. Medical Systems and Defense Systems sales were increased slightly from the prior year. Consolidated cost of sales as a percentage of net sales was lower in the second quarter of fiscal 1996 versus the comparable period of fiscal 1995. Cost of sales as a percentage of net sales in the Sensors and Systems segment experienced a decrease over the prior year due primarily to the increased sales volume and similar levels of fixed costs. Selling, general and administrative expenses as a percentage of net sales decreased in the second quarter of fiscal 1996 versus the comparable period of fiscal 1995, due to the increased volume of total net sales partially offset by greater spending at units with higher sales. Page 11 of 15 Research, development and related expenses as a percentage of net sales for the second quarter of fiscal 1996 showed an increase from the same period in fiscal 1995 due to increased spending primarily to support sales growth and product development in the Sensors and Systems and Medical segments. Six months ended March 30, 1996 and April 1, 1995 Net sales for the first six months of fiscal 1996 increased $1.4 million or 2.0% from the prior year. Sensors and Systems segment net sales for the six month period ended March 30, 1996 increased $4.5 million or 10.7% from the first six months of fiscal 1995. The increased net sales were due primarily to the growth of sales in commercial product lines, primarily industrial and automotive products. Sales of commercial products increased approximately 20% in the first six months of fiscal 1996 compared to the first six months of fiscal 1995, while government sales for the segment remained flat. Defense Systems segment sales declined $3.2 million, or 12%, due to declining contract backlog. This segment's sales are expected to continue to decline (see Note C -- "HYDRA 70 Rocket Contract"). Consolidated cost of sales as a percentage of net sales decreased in the first six months of fiscal 1996 from the comparable period of fiscal 1995. Cost of sales as a percentage of net sales in the Sensors and Systems segment experienced a decrease over the prior year due primarily to the impact of increased sales volume and similar levels of fixed costs. The Defense Systems segment also experienced a slight decrease in cost of sales as a percentage of sales on non-HYDRA 70 product sales. Medical Systems segment cost of sales as a percentage of net sales slightly increased. Selling, general and administrative expenses as a percentage of net sales decreased 2.3%, or $0.4 million in the first six months of fiscal 1996 versus the comparable period of fiscal 1995, due primarily to the increased volume of total net sales and controlled levels of spending in all segments. Corporate expenses decreased $0.6 million from the prior year. Sensors and Systems segment increased spending nominally at those commercial operations experiencing volume growth. Research, development and related expenses for the first six months of fiscal 1996 have increased very slightly as a percentage of net sales from the same period in fiscal 1995. The largest increase was in the Medical segment while spending in the Sensors segment for military products generally declined. Other income decreased for the six months ended March 30, 1996 versus the comparable period of fiscal 1995 due primarily to a decrease in royalty income from a technology licensing agreement. Liquidity and Capital Resources During the first six months of fiscal 1996, total cash used by operations was $0.7 million, including the net income of nearly $1.0 million. Sources of cash from operations primarily consisted of the positive impact of non-cash charges to income from depreciation and amortization of $3.8 million. Liabilities decreased using $4.3 million in cash, including a $3.3 million deferred payment related to the acquisition of the quartz rate sensor technology, which was accrued in fiscal 1995 due to the GPI arbitration (see discussion under Note E - -- Contingencies and Litigation). Other uses of cash from operating activities primarily included an increase in other current assets of $0.5 million and a reduction in other long term liabilities of $0.5 million. Page 12 of 15 During the second quarter of fiscal 1996, BEI Medical Systems Company, Inc. (BEI Medical) sold $1.5 million of its preferred stock to an unrelated third party. The costs of issuing the stock were offset against the proceeds. Investing activities also includes $0.3 million used to purchase a medical product line. The Company used $2.5 million in cash for capital expenditures. Management believes that the level of capital expenditures for the first six months of fiscal 1996 is consistent with the current volume of business. Cash flows from financing activities consists of the $0.1 million used to pay dividends on common stock offset by cash provided by a sale of stock through the Employee Stock Purchase Plan and exercise of stock options. The Company paid a $0.5 million liability from prior acquisitions. The Company had no material capital commitments at March 30, 1996. The Company adopted Financial Accounting Standards Board Statement ("FAS") No. 107 "Disclosures About Fair Value of Financial Instruments" and No. 121 "Accounting for the Impairment of Long- Lived Assets to be Disposed Of" effective October 1, 1995. The effect of adoption of the new statements was not material. Based on the financial condition of the Company at March 30, 1996, management believes that the existing cash balances, cash generated from operations, and available lines of credit will be sufficient to meet the Company's planned needs for the foreseeable future. If the Company requires additional capital, it anticipates that such capital will be provided by bank or other borrowings, although there can be no assurances that funds will be available on terms as favorable as those applicable to the Company's currently outstanding debt. Effects of Inflation Management believes that, for the periods presented, inflation has not had a material effect on the Company's operations. Page 13 of 15 BEI ELECTRONICS, INC. AND SUBSIDIARIES PART II. OTHER INFORMATION Item 4. Submission of Matters to Vote of Security Holders (a) The Annual Meeting of Stockholders (the "meeting") of the Company was held on February 29, 1996. At the meeting C. Joseph Giroir, Jr. and Gary D. Wrench were elected to the Company's Board of Directors for a three year term expiring at the Company's 1999 Annual Meeting. In addition, the following directors continued in office as directors of the Company following the Annual Meeting: Richard M. Brooks, William G. Howard, Jr. and Peter G. Paraskos (until the Company's 1997 Annual Meeting); and Charles Crocker and George S. Brown (until the Company's 1998 Annual Meeting). (b) The other matter presented at the meeting and the voting of stockholders with respect thereto is as follows: (i) Ratification of Selection of Independent Accountants The Board of Directors selected Ernst & Young LLP as the Company's independent public accountants for the fiscal year ending September 28, 1996 and such selection was submitted by the Company's management for ratification by the stockholders at the Annual Meeting. The stockholder's ratified the selection of Ernst & Young LLP. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 27 Financial Data Schedule (b) Reports on Form 8-K No reports on Form 8-K were filed by the Company during the quarter ended March 30, 1996. Page 14 of 15 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 in the City of San Francisco, County of San Francisco, State of California, on May 1, 1996. BEI ELECTRONICS, INC. By: /s/ Robert R. Corr ------------------------------------ Robert R. Corr Secretary, Treasurer and Controller (Principal Accounting Officer) Page 15 of 15 EX-27 2
5 1 3-MOS SEP-28-1996 DEC-31-1995 MAR-30-1996 9,264 0 19,927 664 20,409 62,342 49,450 25,621 112,426 30,074 24,434 9 0 0 54,537 112,426 39,995 39,995 28,766 28,766 9,968 0 669 974 365 609 0 0 0 609 0.09 0.09
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