-----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, Dx1lymSydiNLUs5UrOFSGc8BlNx1Qf/j8eEgDUwv/GdyHD1kd8MrOV25xG94MArE UPYSZ3YeRWUFtIzRkex7sw== 0000877212-97-000007.txt : 19970812 0000877212-97-000007.hdr.sgml : 19970812 ACCESSION NUMBER: 0000877212-97-000007 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970628 FILED AS OF DATE: 19970811 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZEBRA TECHNOLOGIES CORP/DE CENTRAL INDEX KEY: 0000877212 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT [3560] IRS NUMBER: 362675536 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-19406 FILM NUMBER: 97655238 BUSINESS ADDRESS: STREET 1: 333 CORPORATE WOODS PKWY CITY: VERNON HILLS STATE: IL ZIP: 60061 BUSINESS PHONE: 7086346700 10-Q/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q/A (Amendment No. 1) [ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 28, 1997 Commission File Number: O-19406 Zebra Technologies Corporation (Exact name of registrant as specified in its charter) Delaware 36-2675536 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 333 Corporate Woods Parkway, Vernon Hills, IL 60061 (Address of principal executive offices) (Zip Code) (847) 634-6700 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant 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 has been subject to such filing requirements for the past 90 days. [ X ] Yes [ ] No As of August 1, 1997, there were the following shares outstanding: Class A Common Stock, $.01 par value: 17,002,342 Class B Common Stock, $.01 par value: 7,255,404 ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES QUARTER ENDED JUNE 28, 1997 INDEX PAGE PART I - FINANCIAL INFORMATION Item 1. Consolidated Financial Statements Independent Auditors' Review Report 2 Consolidated Balance Sheets as of June 28, 1997 (unaudited) and December 31, 1996 3 Consolidated Statements of Earnings (unaudited) for the three-months and six-months ended June 28, 1997 and June 29, 1996 4 Consolidated Statements of Cash Flows (unaudited) for the six-months ended June 28, 1997 and June 29, 1996 5 Notes to Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 PART II - OTHER INFORMATION Item 1. Legal Proceedings 11 Item 4. Submissions of Matters to a Vote of Security Holders 11 Item 6. Exhibits and Reports on Form 8-K 13 SIGNATURES 17
Item 1. Consolidated Financial Statements Independent Auditors' Review Report The Board of Directors Zebra Technologies Corporation: We have reviewed the consolidated balance sheet of Zebra Technologies Corporation and subsidiaries as of June 28, 1997, and the related consolidated statements of earnings for the three-month and six-month periods ended June 28, 1997 and June 29, 1996 and consolidated statements of cash flows for the six-months ended June 28, 1997 and June 29, 1996. These consolidated financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying consolidated financial statements for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet of Zebra Technologies Corporation and subsidiaries as of December 31, 1996, and the related consolidated statements of earnings, stockholders' equity, and cash flows for the year then ended (not presented herein); and in our report dated February 7, 1997, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 1996, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. Chicago, Illinois /s/KPMG Peat Marwick LLP July 15, 1997 ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in thousands) June 28, December 31, 1997 1996 (Unaudited) ASSETS Current assets: Cash and cash equivalents $11,583 $5,168 Investments and marketable securities 100,169 89,372 Accounts receivable, net of allowance of $1,300 in 1997 and $960 in 1996 29,754 31,631 Inventories: Finished goods 10,161 10,428 Work-in-process 484 325 Raw materials 11,880 10,750 Total inventories 22,525 21,503 Deferred income taxes 1,729 - Prepaid expenses 2,385 1,322 Total current assets 168,145 148,996 Machinery and equipment at cost, less accumulated depreciation and amortization 12,071 11,328 Other assets 688 2,812 Deferred income taxes - 147 Total assets $180,904 $163,283 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $12,479 $12,200 Accrued liabilities 7,308 4,180 Short-term note payable 137 1 Current portion of obligation under capitalized lease with related party 63 62 Income taxes payable 2,940 3,750 Total current liabilities 22,927 20,193 Obligation under capitalized lease with related party, less current portion 83 115 Long-term liability 212 2,211 Other 297 308 Total liabilities 23,519 22,827 Stockholders' equity: Preferred stock, $.01 par value, 10,000,000 shares authorized,none outstanding - - Class A Common Stock, $.01 par value; 35,000,000 shares authorized, 16,994,342 and 16,924,973 shares issued and outstanding in 1997 and 1996, respectively 170 169 Class B Common Stock, $.01 par value; 35,000,000 shares authorized, 7,255,404 and 7,315,404 shares issued and outstanding in 1997 and 1996, respectively 73 73 Paid-in capital 29,192 30,386 Retained earnings 127,140 108,624 Unrealized holding gain/(loss) on investments - (6) Cumulative translation adjustment 810 1,210 Total stockholders' equity 157,385 140,456 Total liabilities and stockholders' equity $180,904 $163,283
See accompanying notes to consolidated financial statements. ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (Amounts in thousands, except for per share data) (Unaudited) Three Months Ended Six Months Ended June 28, June 29, June 28, June 29, 1997 1996 1997 1996 Net sales $47,844 $38,920 $88,853 $75,446 Cost of sales 23,546 20,468 44,124 39,429 Gross profit 24,298 18,452 44,729 36,017 Operating Expenses: Sales and marketing 5,070 4,050 8,945 7,370 Research and new product development 2,775 2,872 5,167 5,864 General and administrative 3,923 2,837 6,917 5,647 Acquisition costs - - - - Acquired in-process technology - - - 1,114 Total operating expenses 11,768 9,759 21,029 19,995 Income from operations 12,530 8,693 23,700 16,022 Other income (expense): Investment income 1,356 833 2,437 1,691 Gain on securities 665 622 1,235 1,068 Other, net 215 74 5,686 52 Total other income 2,236 1,529 9,358 2,811 Income from continuing operations before income taxes 14,766 10,222 33,058 18,833 Provision for income taxes 5,121 3,440 11,887 6,343 Net income from continuing operations 9,645 6,782 21,171 12,490 Discontinued operations (Note 2): Loss from discontinued operations (less applicable income tax benefit of $149 for the 1st Qtr 1997, $1,064 for the 2nd Qtr 1997, and $1,213 YTD 1997, respectively) (1,400) (522) (1,692) (981) Loss on disposal of discontinued operations including provision of $1,819 for operating losses during the phase-out period (less applicable income tax benefit of $615) (963) - (963) - Net income $7,281 $6,260 $18,516 $11,509 Net income per share from continuing operations $0.40 $0.28 $0.87 $0.52 Net income per share $0.30 $0.26 $0.76 $0.48 Average shares outstanding 24,244 24,198 24,242 24,194
See accompanying notes to consolidated financial statements. ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) (Unaudited) Six Months Ended June 28, June 29, 1997 1996 Cash flows from operating activities: Net income $18,516 $11,509 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,957 1,487 Appreciation in market value of investments & marketable securities 1,190 636 Acquired in-process technology - 1,114 Discontinued operations (3,371) - (Increase) decrease in accounts receivable 1,877 (1,294) Increase in inventories (1,022) (337) Decrease in other assets 2,124 499 Increase (decrease) in accounts payable 279 (3,422) Increase in accrued liabilities & other 3,117 467 Decrease in income taxes payable (810) (1,443) Decrease (increase) in deferred income taxes (1,582) 537 Net increase (decrease) in other operating activities (1,462) 360 Net purchases of investments and marketable securities (18,026) (6,547) Net cash provided by operating activities 2,787 3,566 Cash flows from investing activities: Purchases of machinery and equipment (2,700) (3,399) Net (purchases) sales of investments and marketable securities 6,044 (145) Payment for acquisition - (1,049) Net cash provided by (used in) investing activities 3,344 (4,593) Cash flows from financing activities: Proceeds from sale of stock 179 393 Issuance of short-term notes payable 136 196 Payments for obligation under capital lease (31) (29) Net cash provided by financing activities 284 560 Net increase (decrease) in cash and cash equivalents 6,415 (467) Cash and cash equivalents at beginning of period 5,168 10,017 Cash and cash equivalents at end of period $11,583 $9,550 Supplemental disclosures of cash flow information: Interest paid $6 $13 Income taxes paid $12,343 $7,227
See accompanying notes to consolidated financial statements. ZEBRA TECHNOLOGIES CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 - Basis of Presentation The consolidated financial statements included herein have been prepared by Zebra Technologies Corporation and subsidiaries (the "Company"), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission. The consolidated balance sheet as of December 31, 1996 presented herein has been derived from the audited consolidated balance sheet contained in the Annual Report on Form 10-K. In the opinion of the Company, the consolidated financial statements reflect all adjustments necessary to present fairly the consolidated financial position of Zebra Technologies Corporation and subsidiaries as of June 28, 1997 and December 31, 1996, and the consolidated results of their operations for the three-month and six-month period ended June 28, 1997 and June 29, 1996 and cash flows for six-month periods ended June 28, 1997 and June 29, 1996. The results of operations for such interim periods are not necessarily indicative of the results for the full year. Note 2 - Discontinued Business Operations As of June 28, 1997, the Company made the decision to discontinue the operations of its subsidiary, Zebra Technologies VTI ("VTI"). The discontinuance of VTI and the related PC retail channel will be completed during the third quarter of 1997. A one-time charge of $2,363,000, net of income tax benefits, was recorded in the second quarter and is related to the discontinuance VTI and the related retail software business. The one-time charge includes a provision for expected product returns from present retail channel partners, provision for slow moving/obsolete product, and provisions for estimated probable contingent liabilities. Note 3 - Legal Proceedings As of June 28, 1997, the Company has settled the pending litigation between Zebra and Messrs. Carter and Flury, the former officers of VTI. The legal actions which were initiated in March of 1996 have been settled out of court. Terms are confidential and all payments have been completed. The settlement did not unfavorably impact Company's net income. In connection with the settlement of the litigation, the Company reduced long-term liabilities by $1,999,000 and paid-in capital by $1,372,000. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Continuing Operations Second Quarter of 1997 versus Second Quarter of 1996 and Year-to-date 1997 versus Year-to-date 1996 Net sales for the second quarter of 1997 22.9% to $47,844,000 versus net sales of $38,920,000 for the second quarter of 1996. On a year-to-date basis, 1997 sales increased 17.8% to $88,853,000 versus sales of $75,446,000 in the corresponding period last year. This sales increase for the quarter and year-to-date is attributed to unit growth in all product categories, as the average unit price of printer products has decreased due to product mix changes. Printer sales increased by 26.6% and supplies sales by 13.2% over the second quarter of 1996, bringing printer sales to 75.7% and supplies sales to 22.2% of consolidated net sales, respectively, for the second quarter of 1997 versus 73.5% and 24.1% for the same period of 1996. On a year-to-date basis, printer sales increased by 20.2% and supplies sales by 10.6% over the same period 1996, bringing printer sales to 74.4% and supplies sales to 23.3% of consolidated net sales, respectively, for the first half of 1997 versus 73.3% and 24.9% for the first half of 1996. Approximately 47.4% of 1997 second quarter net sales were derived from international sources as compared to 45.0% during the second quarter of 1996. Similarly, 47.2% of year-to-date net sales for 1997 were derived from international customers as compared to 45.4% in the comparable prior year period. Gross profit increased to $24,298,000 for the second quarter of 1997, a 31.7% gain over the gross profit of $18,452,000 for the second quarter of 1996. As a percentage of net sales, gross profit increased 3.4% from 47.4% in the second quarter of last year to 50.8% in the second quarter of 1997. Year-to-date gross profit of $44,729,000 also increased as a percentage of net sales, from 47.7% last year to 50.3% this year. This increase for the quarter and year-to-date is principally due to decreased material costs of high volume printer parts plus a favorable product mix within the Company's printer products and a lower percentage of supplies sales. Sales and marketing expenses of $5,070,000 were up 25.2% in the second quarter of 1997 compared to $4,050,000 in the second quarter of 1996. As a percentage of net sales, second quarter sales and marketing expenses increased slightly to 10.6% from 10.4% for the same period last year. Year-to-date sales and marketing expenses of $8,945,000 were up 21.4% over last year, increasing as a percentage of net sales from 9.8% last year to 10.1% during 1997. Increased spending on a quarterly and year-to-date basis is principally due to increased staffing, advertising, public relations, and outside consulting services. These expense increases were offset in part by reductions in warranty and travel in comparison to last year on both a quarterly and year-to-date basis. Research and development expenses for the second quarter of 1997 decreased by 3.4% to $2,775,000 (5.8% of net sales) versus $2,872,000 (7.4% of net sales) in the second quarter of 1996. Year-to-date research and development expenses decreased by 11.9% to $5,167,000 (5.8% of net sales) versus $5,864,000 (7.8% of net sales) last year. Decreases on a quarterly and year-to-date basis resulted from reductions in unusually high development costs in prior periods to more normal levels in the current period. General and administrative expenses for the second quarter of 1997 increased by 38.3% to $3,923,000 (8.2% of net sales) as compared to $2,837,000 (7.3% of net sales) in the second quarter of 1996. On a year-to-date basis, general and administrative expenses increased by 22.5% to $6,917,000 (7.8% of net sales) compared to $5,647,000 (7.5% of net sales) for the comparable period last year. The increase in general and administrative expenses for the quarter and year-to-date on both a dollar and percentage basis was primarily the result of increases in staffing, depreciation, and building expenses. The increases were offset in part by reductions in mainframe computer expenses. Both periods include the amortization of intangible assets and goodwill for the acquisition of the assets of Fenestra Computer Services, as described in the Liquidity and Capital Resources section below. Income from operations for the second quarter of 1997 increased by $3,837,000 or 44.1% to $12,530,000 (26.2% of net sales) compared to $8,693,000 (22.3% of net sales) for the second quarter of 1996. Income from operations for the first half of 1997 increased by $7,678,000 or 5.2% to $23,700,000 (26.7% of net sales) compared to $16,022,000 (21.2% of net sales) in the first half of 1996. This increase on a quarterly and year-to-date basis was due to higher gross profits, as previously indicated, and to the non-recurring write-off of acquired in-process technology of $1,114,000 in the first quarter of 1996 as a result of the Company's acquisition of Fenestra Computer Services. Investment income and gain on securities for the second quarter of 1997 increased by $566,000 or 38.9% to $2,021,000 versus $1,455,000 for the second quarter of 1996. On a year-to-date basis, investment income increased by $913,000 or 33.1% to $3,672,000 versus $2,759,000 in 1996. On both a quarterly and year to date basis, the Company had larger cash and marketable securities balances invested and was able to earn a higher rate of return than in the comparable period of 1996. On a year-to-date basis, average cash and marketable securities increased from $94,540,000 in 1996 to $111,752,000 in 1997. Other income includes a one-time gain of $5,458,000 during the first quarter of 1997 from the sale of 350,000 shares of Norand Corporation common stock, which was purchased in October of 1995 when management briefly considered Norand a possible acquisition candidate. Income before income taxes was $14,766,000 in the second quarter of 1997 compared to $10,222,000 in the same quarter of last year, an increase of $4,543,000 or 44.4%. The provision for income taxes was 34.7% in the second quarter of 1997, resulting in income from continuing operations of $9,645,000 or 20.2% of net sales and earnings per share from continuing operations of $0.40 on 24,244,000 weighted average shares outstanding. In the second quarter of 1996, the provision for income taxes was 33.7% resulting in income from continuing operations of $6,782,000 or 17.4% of net sales and earnings per share from continuing operations of $0.28 on 24,198,000 weighted average shares outstanding. Income from continuing operations before income taxes of $33,058,000 for the first half of 1997 was $14,225,000 or 75.5% above the prior year amount of $18,833,000 for the same period. The provision for income taxes for the first half of 1997 was 36.0%, resulting in income from continuing operations of $21,171,000 or 23.8% of net sales and earnings per share from continuing operations of $0.87 on 24,242,000 weighted average shares outstanding. The provision for income taxes for the first half of 1996 was 33.7% resulting in income from continuing operations of $12,490,000 or 16.6% of net sales and earnings per share from continuing operations of $0.52 on 24,194,000 weighted average shares outstanding. As of June 28, 1997, the Company settled the pending litigation between Zebra and Messrs. Carter and Flury, the former officers and principals of Zebra Technologies VTI. The legal actions initiated in March 1996 have been settled out of court. Terms are confidential and all payments have been completed. The Company acquired VTI in July 1995. At the time of the acquisition an accrual for future payments due to the officers and management of VTI was established. The amounts originally accrued for Messrs. Carter and Flury were adequate to cover the settlement amounts. In connection with the settlement of the litigation, the Company reduced long-term liabilities by $1,999,000 and paid-in capital by $1,372,000. As of June 28, 1997, the Company made the decision to discontinue the operations of its VTI subsidiary. The discontinuance of VTI and the related PC retail channel will be completed during the third quarter of 1997. A one- time charge of $2,363,000, net of income tax benefits, was recorded in the second quarter related to the discontinuance of VTI and the Company's presence in the PC retail channel. The one-time charge includes a provision for expected product returns from present retail channel partners, provision for slow moving/obsolete product, and provisions for estimated contingent liabilities. As part of recording the provisions and charges, the related remaining goodwill and intangible assets were written off as part of the discontinued operation charge. The transition of remaining salable products and the business records and duties will be made during the third quarter of 1997 to appropriate personnel at the Company's Vernon Hills facility. Sales to The Peak Technologies Group, Inc. ("Peak") accounted for more than 20.0% of the Company's total net sales in the fiscal year ended December 31, 1996 and 16.8% in the six months ended June 28, 1997. Peak was recently acquired by Moore Corporation. The Company believes it has an excellent long-term relationship with Peak. However, the effect which the acquisition will have on the Company's relationship with this customer-positve or negative-is currently unknown. Liquidity and Capital Resources The Company's principal source of liquidity continues to be cash generated from operations and its cash and marketable securities balances. At June 28, 1997, the Company had $111,752,000 in cash and marketable securities versus $94,540,000 at the end of 1996. Effective February 16, 1996, the Company purchased the assets of Fenestra Computer Services, a UK partnership, in exchange for $1,398,000 paid in cash and Zebra Class A common stock. The transaction has been accounted for under the purchase method of accounting. Assets and liabilities, including software and hardware technology, and trade names were recorded at their respective fair market values with $1,114,000 assigned to acquired in-process technology based on an independent third-party appraisal. The entire amount of the acquired in-process technology was expensed in the first quarter of 1996. The Company has no commitments or agreements with respect to acquisitions or other significant capital expenditures. Recently Issued Accounting Pronouncements Effective February 1997, the Financial Accounting Standards Board issued SFAS No. 128, "Earnings per Share" ("EPS"). Implementation of SFAS No. 128 is required for the periods ending after December 15, 1997. The standard establishes new methods for computing and presenting EPS and replaces the presentation of primary and fully-diluted EPS with basic and diluted EPS. The new methods under this standard are not expected to have a significant impact on the Company's EPS amounts. Safe Harbor Forward looking statements contained in this filing are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995 and are highly dependent upon a variety of important factors which could cause actual results to differ materially from those reflected in such forward looking statements. These factors include the acceptance of the Company's printer and software products by the market, and product offerings made by its competitors. Profits will be affected by the Company's ability to control manufacturing and operating costs. Due to the Company's large investment portfolio, interest rate conditions will also have an impact on results, as will foreign exchange rates due to the large percentage of the Company's sales in international markets. When used in this document and documents referenced, the words "anticipate", "believe", "estimate", and "expect" and similar expressions as they relate to the Company or its management are intended to identify such forward looking statements. Readers of this release are referred to prior filings with the Securities and Exchange Commission, for further discussions of factors that could affect Zebra's future results. PART II. - OTHER INFORMATION Item 1. Legal Proceedings As of June 28, 1997, the Company has settled the pending litigation between Zebra and Messrs. Carter and Flury, the former officers of VTI. The legal actions initiated in March of 1996, have been settled out of court. Terms are confidential and all payments have been completed. At the time of the acquisition, an accrual for payments due to the VTI officers and management, over a period of 3 years, was established. The amounts originally accrued for Messrs. Carter and Flury were adequate to cover the settlement amounts. In connection with the settlement of the litigation, the Company reduced long-term liabilities by $1,999,000 and paid-in capital by $1,372,000. Item 4. Submissions of Matters to a Vote of Security Holders (a) The Annual Meeting of Stockholders of the Company was held on May 20, 1997. (b) 1. The Stockholders voted to elect five directors to the Company's Board of Directors, with the following votes: Authority Broker Directors For Against Withheld Abstentions Non-Votes Gerhard Cless 87,204,133 ---- 61,878 ---- ---- Edward Kaplan 87,204,193 ---- 61,818 ---- ---- Christopher Knowles 87,204,093 ---- 61,918 ---- ---- David Riley 87,204,193 ---- 61,818 ---- ---- Michael Smith 87,204,193 ---- 61,818 ---- ----
2. The Stockholders also voted to ratify the selection by the Board of Directors of KPMG Peat Marwick LLP as the independent auditors of the Company's financial Statements for the fiscal year ending December 31, 1997 \ with the following vote: Authority Broker For Against Withheld Abstentions Non-Votes 87,233,836 16,703 ---- 15,472 ----
3. The Stockholders also voted to increase the authorized shares of the Company's Class A Common Stock from 35,000,000 to 50,000,000 shares with the following vote: Authority Broker For Against Withheld Abstentions Non-Votes 86,356,348 775,081 ---- 26,451 108,131
4. The Stockholders also voted on the adoption of Zebra Technologies Corporation 1997 Stock Option Plan with the following vote: Authority Broker For Against Withheld Abstentions Non-Votes 88,792,025 1,381,102 ---- 92,884 ----
5. The Stockholders also voted on the adoption of Zebra Technologies Corporation 1997 Non-Employee Directors' Stock Option Plan with the following vote: Authority Broker For Against Withheld Abstentions Non-Votes 86,322,358 85,612 ---- 92,041 ----
Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. 3.1. Amendment to Certificate of Incorporation of Registrant 15. Acknowledgment of Independent Certified Public Accountants Regarding Independent Auditors' Review Report 27. Financial Data Schedule (b) Reports. No reports on Form 8-K have been filed by the Registrant for the quarterly period covered by this report. Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF ZEBRA TECHNOLOGIES CORPORATION ZEBRA TECHNOLOGIES CORPORATION (the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Act"), DOES HEREBY CERTIFY THAT: 1. In accordance with the provisions of Section 242 of the Act, and the Certificate of Incorporation of the Corporation (the "Certificate of Incorporation"), an amendment to the Certificate of Incorporation has been duly adopted by the Board of Directors acting at a duly convened meeting and approved by the requisite votes of the stockholders of the Corporation entitled to vote thereon voting at a duly convened meeting. 2. Said amendment amends the first paragraph of Article Fourth of the Certificate of Incorporation so that, as amended, said first paragraph of Article Fourth, in its entirety, shall read as follows: "Fourth: The total number of shares of capital stock of all classes which the Corporation shall have authority to issue is 88,358,189 shares, which shall be divided as follows: (i) 50,000,000 shares of Class A common stock, par value $.01 per share (the "Class A Common Stock"), (ii) 28,358,189 shares of Class B common stock, par value $.01 per share (the "Class B Common Stock"), and (iii) 10,000,000 shares of preferred stock, par value $.01 per share (the "Preferred Stock"). "Common Stock", when used herein, shall mean the Class A Common Stock and the Class B Common Stock together." 3. Said amendment amends the second sentence of the first paragraph of Section 4.A.5. of the Certificate of Incorporation so that, as amended, said sentence, in its entirety, shall read as follows: "Upon such conversion, the total number of shares of Class A Common Stock the Corporation shall have authority to issue shall be 78,358,189 and the total number of shares of Class B Common Stock the Corporation shall have authority to issue shall be zero." IN WITNESS WHEREOF, ZEBRA TECHNOLOGIES CORPORATION has caused this Certificate of Amendment to be executed this 25th day of June, 1997. ZEBRA TECHNOLOGIES CORPORATION By: /s/ Edward L. Kaplan Edward L. Kaplan Chairman and Chief Executive Officer Exhibit 15 Acknowledgment of Independent Certified Public Accountants Regarding Independent Auditors' Review Report Zebra Technologies Corporation 333 Corporate Woods Parkway Vernon Hills, Illinois 60061-3109 Ladies and Gentlemen: With respect to the registration statements (No. 33-44706 and No. 33-72774) on Form S-8 of Zebra Technologies Corporation, we acknowledge our awareness of the use therein of our report dated July 15, 1997 related to our review of interim financial information as of June 28, 1997. Pursuant to Rule 436(c) under the Securities Act of 1933, such report is not considered part of a registration statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of the Act. Very truly yours, /s/KPMG Peat Marwick LLP Chicago, Illinois August 1, 1997 Exhibit 27 The schedule contains summary financial information extracted from Zebra Technologies Corporation and subsidiaries consolidated balance sheets for June 28, 1997 and consolidated statements of earnings for the six months ended June 28, 1997 and is qualified in its entirety by reference to such financial statements. ZEBRA TECHNOLOGIES CORPORATION Appendix A to Item 601(c) of Regulation S-K Commercial and Industrial Companies Article 5 of Regulation S-X Item Number Item Description Amount 5-02(1) cash and cash items 11,583 5-02(2) marketable securities 100,169 5-02(3)(a)(1) notes and accounts receivable-trade 31,054 5-02(4) allowances for doubtful accounts (1,300) 5-02(6) inventory 22,525 5-02(9) total current assets 168,145 5-02(13) property, plant and equipment 24,825 5-02(14) accumulated depreciation (12,754) 5-02(18) total assets 180,904 5-02(21) total current liabilities 22,927 5-02(22) bonds, mortgages and similar debt 0 5-02(28) preferred stock-mandatory redemption 0 5-02(29) preferred stock-no mandatory redemption 0 5-02(30) common stock 242 5-02(31) other stockholder's equity 157,141 5-02(32) total liabilities and stockholder's equity 180,904 5-03(b)1(a) net sales of tangible products 47,086 5-03(b)1 total revenues 47,844 5-03(b)2(a) cost of tangible goods sold 23,262 5-03(b)2 total costs and expenses applicable to sales and revenues 23,546 5-03(b)3 other costs and expenses 11,393 5-03(b)5 provision for doubtful accounts and notes 372 5-03(b)(8) interest and amortization of debt discount 3 5-03(b)(10) income before income taxes 14,766 5-03(b)11 income tax expense 5,121 5-03(b)(14) income/loss 9,645 5-03(b)(15) discontinued operations (2,364) 5-03(b)(17) extraordinary items 0 5-03(b)(18) cumulative effect- changes in accounting principles 0 5-03(b)(19) net income or loss 7,281 5-03(b)(20) earnings per share-primary 0.30 5-03(b)(20) earnings per share-fully diluted 0.30
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ZEBRA TECHNOLOGIES CORPORATION Date: August 11, 1997 By: /s/Edward L. Kaplan Edward L. Kaplan Chief Executive Officer Date: August 11, 1997 By: /s/Charles R. Whitchurch Charles R. Whitchurch Chief Financial Officer EX-27 2
5 6-MOS DEC-31-1997 JUN-28-1997 11583 100169 31054 (1300) 22525 168145 24825 (12754) 180904 22927 0 0 0 242 157141 180904 47086 47844 23262 23546 11393 372 3 14766 5121 9645 (2364) 0 0 7281 0.30 0.30
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