-----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, H2LDM2RoDMuPM4IPpkifAfYf0T6kxFl+XekYVM/ra9kTioB2Sm3MFUvE3w2yvct3 0QGll2YsIjG3cMRQ+dZ0nw== 0000896645-96-000003.txt : 19961115 0000896645-96-000003.hdr.sgml : 19961115 ACCESSION NUMBER: 0000896645-96-000003 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960929 FILED AS OF DATE: 19961113 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASECO CORP CENTRAL INDEX KEY: 0000896645 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 042816806 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-21294 FILM NUMBER: 96660288 BUSINESS ADDRESS: STREET 1: 500 DONALD LYNCH BLVD CITY: MARLBORO STATE: MA ZIP: 01752 BUSINESS PHONE: 5084818896 MAIL ADDRESS: STREET 1: 500 DONALD LYNCH BOULEVARD CITY: MARLBORO STATE: MA ZIP: 01752 10-Q 1 FORM 10Q (9/29/96) SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 29, 1996 Commission file number 0-21294 Aseco Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 04-2816806 (I.R.S. Employer Identification No.) 500 Donald Lynch Boulevard, Marlboro, Massachusetts 01752 (Address of principal executive offices) (508)481-8896 (Registrant's telephone number, including area code) 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 September 29, 1996. Common Stock, $.01 par value 3,635,215 (Title of each class) (Number of shares) ASECO CORPORATION TABLE OF CONTENTS Page PART I. FINANCIAL INFORMATION Item 1. Consolidated Condensed Financial Statements Consolidated Condensed Balance Sheets(unaudited) 3 at September 29, 1996 and March 31, 1996 Consolidated Condensed Statements of Income 4 (unaudited) for the three months and six months ended September 29, 1996 and October 1, 1995 Consolidated Condensed Statements of Cash Flows (unaudited) 5 for the six months ended September 29, 1996 and October 1, 1995 Notes to Consolidated Condensed Financial Statements 6 Item 2. Management's Discussion and Analysis 7-8 of Financial Condition and Results of Operations PART II. OTHER INFORMATION Item 1. Legal Proceedings 9 Item 2. Changes in Securities 9 Item 3. Defaults upon Senior Securities 9 Item 4. Submission of Matters to a Vote of Security 9 Holders Item 5. Other Information 9 Item 6. Exhibits and Reports on Form 8-K 10 Signatures PART I. FINANCIAL INFORMATION Item 1. Financial Statements ASECO CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS (unaudited) (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
September 29, March 31, 1996 1996 ----------------------------- ASSETS Current Assets Cash and cash equivalents $ 14,545 $ 14,083 Accounts receivable, less allowance for doubtful accounts of $575,000 at September 29, 1996 and $397,000 at March 31, 1996 10,478 12,346 Inventories, net 8,871 7,059 Prepaid expenses and other current assets 1,076 864 ------ ------ Total current assets 34,970 34,352 Plant and equipment, at cost 4,634 4,187 Less accumulated depreciation and amortization 2,534 2,176 ------ ------ 2,100 2,011 Other assets, net 386 318 ------ ------ $37,456 $ 36,681 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $2,858 $ 3,441 Accrued expenses 3,576 3,923 Income taxes payable 269 476 Current portion of capital lease obligations 13 13 ------ ------ Total current liabilities 6,716 7,853 Deferred taxes payable 370 370 Long-term capital lease obligations 35 42 Stockholders' equity Preferred stock, $.01 par value, 1,000,000 shares authorized,none issued and outstanding --- --- Common stock, $.01 par value: Authorized 15,000,000 shares, issued and outstanding 3,635,215 and 3,611,501 shares at September 29, 1996 and March 31, 1996, respectively 36 36 Additional paid in capital 17,342 17,234 Retained earnings 12,957 11,146 ------ ------ Total stockholders' equity 30,335 28,416 ------ ------ $ 37,456 $ 36,681 ======== ========
See notes to consolidated condensed financial statements ASECO CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF INCOME (unaudited) (in thousands, except share and per share data)
Three months ended Six months ended ---------------------------------------------------- September 29, October 1, September 29, October 1, 1996 1995 1996 1995 ------------------------------------------------------- Net sales $ 8,989 $ 9,741 $ 19,990 $ 18,877 Cost of sales 4,805 5,010 10,418 9,614 ------ ------ ------ ----- Gross profit 4,184 4,731 9,572 9,263 Research and development costs 1,275 1,083 2,511 2,225 Selling, general and 2,260 2,105 4,668 4,166 administrative expenses ------- ------ ------ ----- Income from operations 649 1,543 2,393 2,872 Other income (expense): Interest income 164 130 323 232 Interest expense (2) (2) (4) (9) ------ ------ ------ ------ 162 128 319 223 Income before income taxes 811 1,671 2,712 3,095 Income tax expense 273 618 901 1,116 ------ ------ ------ ------ Net income $ 538 $ 1,053 $ 1,811 $ 1,979 ====== ======= ======= ======= Earnings per share $ .15 $ .28 $ .49 $ .52 ====== ======= ======= ====== Weighted average common shares and common equivalent shares outstanding 3,705,000 3,820,000 3,707,000 3,772,000
See notes to consolidated condensed financial statements ASECO CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (unaudited) (in thousands)
Six months ended September 29, October 1, 1996 1995 ------------------------------ Operating activities Net income $ 1,811 $ 1,979 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 446 335 Changes in assets and liabilities: Accounts receivable 1,868 (2,245) Inventories, net (1,812) 107 Prepaid expenses and other current assets (212) 116 Accounts payable and accrued expenses (930) 311 Income taxes payable (207) 736 ------- ------- Total adjustments (847) (640) ------- ------- Cash provided by operating activities 964 1,339 Investing activities: Acquisition of plant and equipment (447) (180) Increase in software development costs and other assets (156) (40) ------- ------- Cash used in investing activities (603) (220) Financing activities: Net proceeds from issuance of common stock 108 443 Reductions of long-term capital lease obligations (7) (6) ------- ------- Cash provided by financing activities 101 437 ------- ------- Net increase in cash and cash equivalents 462 1,556 Cash and cash equivalents at the beginning of period 14,083 9,301 ------- ------- Cash and cash equivalents at the end of period $ 14,545 $ 10,857 ======= =======
See notes to consolidated condensed financial statements ASECO CORPORATION NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS SIX MONTHS ENDED SEPTEMBER 29, 1996 1. The accompanying unaudited consolidated condensed 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 three- and six-month periods ended September 29, 1996 are not necessarily indicative of the results that may be expected for the year ended March 30, 1997. For further information, refer to the consolidated financial statements and footnotes thereto included in the Registrant Company and Subsidiaries' annual report on Form 10-K for the year ended March 31, 1996. 2. The computations of earnings per share are based on the weighted average number of outstanding shares of common stock and common equivalent shares (using the treasury stock method). Fully diluted earnings per share have not been separately presented as the amount does not differ significantly from primary earnings per share. 3. Inventories: Inventories consisted of: (in thousands)
September 29, March 31, 1996 1996 Raw Material $ 4,033 $ 3,491 Work in Process 1,976 2,218 Finished Goods 2,862 1,350 ------- ------- $ 8,871 $ 7,059 ======= =======
4. On April 1, 1996, the Company adopted Financial Accounting Standard No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" which establishes criteria for the recognition and measurement of impairment loss associated with long-lived assets. Adoption of this standard did not have a material impact on the Company's financial position or results of operations. Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations Three and Six months ended September 29, 1996 Results of Operations - --------------------- Net sales for the first six months of fiscal 1997 increased 6% to $19.9 million compared to $18.9 million for the first six months of fiscal 1996. Net sales for the second quarter of fiscal 1997 decreased 8% to approximately $9 million versus $9.7 million for the same quarter last year. The decrease in net sales between the two second quarter periods resulted from a decline in the number of units shipped during the second quarter of fiscal 1997 as a result of an industry wide market downturn. The impact of the unit decrease was partially offset by higher average selling prices across most models which was attributable to added automation features and other product enhancements. International sales represented approximately 44% of net sales in the second quarter of fiscal 1997 versus 42% in the second quarter of fiscal 1996. Approximately 78% of all international sales were to customers located in the Pacific Rim region. Gross margin for the first six months of fiscal 1997 was 48% compared to 49% in the same period last year. Gross margin in the second quarter of fiscal 1997 was 47% compared to 49% in the second quarter of fiscal 1996. The lower margin percentages were the result of manufacturing overhead spending declining at a slower rate than sales reflecting the Company's view that investments in manufacturing capacity should be based on a long term plan rather than the operating results of one or two quarters. Research and development expenses increased 13% to $2.5 million in the first six months of fiscal 1997 from $2.2 million in the first six months of fiscal 1996. Research and development expenses increased 18% in the second quarter of fiscal 1997 to $1.3 million from $1.1 million in the second quarter of fiscal 1996. Research and development expenses also increased as a percentage of sales to 14% in the second quarter of fiscal 1997 from 11% in the second quarter of fiscal 1996 because of increased spending on the development of new products and enhancements to current products and the decline in net sales in the comparable quarterly periods. Selling, general and administrative expenses for the first six months of fiscal 1997 were $4.7 million, up 12%, versus $4.2 million in the first six months of fiscal 1996. Selling, general and administrative expenses for the second quarter of fiscal 1997 were $2.3 million, up 7% from $2.1 million in the same quarter last year. The quarterly spending increase was the result of an increase in sales and service personnel to support the Company's growing installed base of equipment, and an increase in trade show expense. Operating income in the first six months of fiscal 1997 was $2.4 million compared to $2.9 million in the first six months of fiscal 1996, a decrease of approximately 17%. Operating income in the second quarter of fiscal 1997 decreased approximately 58% to $649,000 from $1.5 million in the second quarter of fiscal 1996. The tax rate for the first six months of fiscal 1997 was 33% versus 36% in the same period last year. The tax rate for the second quarter of fiscal 1997 was 34% versus 37% in the same quarter last year. Such decreases were primarily due to increased international sales as a percentage of total net sales and the lower tax rate associated with international sales. As a result of the foregoing, net income for the first six months of fiscal 1997 was $1.8 million, or $.49 per share, as compared to $2.0 million, or $.52 per share, for the first six months of fiscal 1996. Net income for the second quarter of fiscal 1997 was $538,000, or $.15 per share, versus $1.1 million, or $.28 per share, for the second quarter of fiscal 1996. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- The Company ended the second quarter of fiscal 1997 with a cash position of approximately $14.5 million. Additionally, the Company has an unsecured line of credit with a bank in the amount of $5.0 million against which there were no borrowings at the end of the second quarter of fiscal 1997. The Company generated approximately $1.0 million of cash from operations during the first six months of fiscal 1997. Accounts receivable decreased approximately $1.8 million in the first six months of fiscal 1997 due to the decrease in net sales. Inventory increased approximately $1.8 million during the first six months of fiscal 1997 due to several customer order cancellations and lower than expected sales levels. Additionally during the second quarter, the Company built equipment across all product models in order to take advantage of late quarter changes in customer demand. The Company used $447,000 in cash during the first six months of fiscal 1997 to fund the acquisition of capital equipment and $156,000 to fund internal software development costs. The Company expects that its investment in capital equipment in fiscal 1997 will be greater than in fiscal 1996. The Company generated cash from financing activities in the first six months of fiscal 1997 of $101,000, primarily from employee stock purchases under the Company's employee stock plans. The Company believes that funds generated from operations, existing cash balances and available borrowing capacity will be sufficient to meet the Company's cash requirements for at least the next twelve months. CAUTIONARY STATEMENT FOR PURPOSES OF "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 The Company's future results are difficult to predict and may be affected by a number of important risk factors including, but not limited to, the factors listed in the Company's Annual Report on Form 10K for the fiscal year ended March 31, 1996. The Company wishes to caution readers that those important factors, in some cases, have affected, and in the future could affect, the Company's actual consolidated quarterly or annual operating results and could cause those actual consolidated quarterly or annual operating results to differ materially from those expressed in any forward looking statements made by, or on behalf of, the Company. ASECO CORPORATION PART II - OTHER INFORMATION Item 1. Legal Proceedings: None. Item 2. Changes in Securities: None. Item 3. Defaults upon Senior Securities: None. Item 4. Submissions of Matters to a Vote of Security Holders: On August 8 , 1996, the Annual Meeting of Stockholders was held and the following matters were voted upon: 1. Dr. Sheldon Buckler and Dr. Gerald L. Wilson were elected as Directors to serve for three year terms. For Dr. Buckler, the vote was 3,283,074 in favor, 94,095 withheld. For Dr. Wilson, the vote was 3,283,074 in favor, 94,095 withheld. 2. An amendment to the Company's 1993 Omnibus Stock Plan increasing the maximum number of shares issuable under the plan from 930,000 to 1,230,000 was approved with 1,177,389 in favor, 247,124 against, 14,660 abstaining, and 1,938,296 broker non-votes. 3. Amendments to the Company's 1993 Non-Employee Director Stock Option Plan increasing the number of shares issuable under the plan from 65,000 to 165,000, increasing the number of shares underlying initial option grants under the Plan, and providing that persons serving as non-employee directors on May 15, 1996 and to serve on the Board of Directors during fiscal 1997 be granted an option to purchase an additional 10,000 shares were approved with 1,194,178 in favor, 322,747 against, 70,598 abstaining, and 1,789,946 broker non-votes. 4. The Board of Directors' selection of Ernst & Young LLP as the Company's independent auditors for the year ended March 30, 1997 was ratified with 3,350,979 in favor, 15,865 against, 10,325 abstaining, and 300 broker non-votes. Item 5. Other Information: None. Item 6. Exhibits and reports on Form 8-K: a. See Exhibit Index. b. There were no reports on Form 8-K filed for the three months ended September 29, 1996. ASECO CORPORATION 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. Signature Title Date /s/Carl S. Archer, Jr. President and Chief November 13, 1996 - --------------------- Executive Officer Carl S. Archer, Jr. (principal executive officer) /s/Sebastian J. Sicari Vice President, November 13, 1996 - ---------------------- Finance and Sebastian J. Sicari Administration, Chief Financial Officer, Treasurer (principal financial and accounting officer) EXHIBIT INDEX Item - ---- 10.13 Letter Agreement, as amended, August 30, 1996 between the Company and Fleet Bank of Massachusetts, N.A. EX-10.13 2 FLEET BANK LETTER OF AGREEMENT Exhibit 10.13 Fleet Bank August 30, 1996 Mr. Sebastian J. Sicari Chief Financial Officer Aseco Corporation 500 Donald Lynch Boulevard Marlboro, MA 01752 Dear Sebastian: Reference is hereby made to the Letter Agreement (the "Agreement") executed by and between Aseco Corporation and Fleet Bank of Massachusetts, N.A. as of November 27, 1992 and amended as of July 30, 1993, August 2, 1994 and August 24, 1995. We are pleased to inform you that we have approved an extension of the Expiration Date from September 1, 1996 to September 1, 1997. Nothing herein shall be deemed to constitute a waiver, release or amendment of any other terms of the agreement. The Borrower represents and warrants that the execution of this amendment has been duly authorized by the Borrower by all necessary corporate and other action and that the execution will not conflict with, violate the provisions of, or cause a default or constitute an event which, with the passage of time or giving of notice or both, could cause a default on the part of the Borrower under its charter documents or by-laws or under any contract, agreement, law, rule, order, ordinance, franchise, instrument or other document, or result in the imposition of any lien or encumbrance on any property or asset of the Borrower. The Borrower further represents that this agreement and the attached Promissory Note each represent legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms. In addition, the statements, representations and warranties made in the Agreement continue to be correct as of the date hereof and the Borrower is in compliance with all terms of the Agreement. Except as expressly affected hereby, the Agreement remains in full force and effect as heretofore. Sebastian, we are pleased to extend the Agreement and look forward to continuing our relationship with Aseco Corporation. Please sign below and execute the attached note to evidence your acceptance of this amendment. Sincerely, Tom W. Davies Vice President, High Technology Group Agreed and Accepted: Sebastian J.Sicari 8/30/96 ---------------------- Vice President and CFO Fleet Bank of Massachusetts, N.A., A Member of Fleet Financial Group Fleet Bank Commercial Promissory Note Boston, Massachusetts August 30, 1996 FOR VALUE RECEIVED, I, the undersigned, promise to pay to the order of Fleet National Bank, National Association (with any subsequent holder referred to in this note as "you") at any of your offices, the sum of Five Million and 00/100 -------DOLLARS ($5,000,000.00) with Interest in accordance with the provisions below which are marked. INTEREST RATE I will pay Interest on the unpaid principal balance of this Note as follows, but in no event will Interest exceed the maximum rate permitted by law; [x] FLOATING RATE. At the aggregate of the Bank's Prime Rate as the Bank announces it from time to time, plus zero (0) percent per annum. Changes in the Bank's Prime Rate as the Bank announces it from time to time are to take effect, for the purposes of the determination of Interest on this Note, when made effective generally to loans by the Bank. [ ] FIXED RATE. At the rate of ____ percent per annum. [ ] DISCOUNT. Interest to maturity has been deducted from the proceeds of this Note, Interest at the rate of ____ percent per annum shall be paid on any amount not paid when due hereunder until that amount and any such Interest are so paid. INTEREST PAYMENTS I will pay interest at the above rate as follows: [x] PERIODICALLY. Monthly/Quarterly/Monthly, in arrears, with the first such payment due on the 30th day of September, 1996 and each subsequent payment due on the corresponding day of each calendar month/calendar quarter/ __________ thereafter. [ ] AT MATURITY. At the maturity of this Note. [ ] INTEREST INCLUDED IN REPAYMENTS. Interest is included in the payment(s) to be made pursuant to the Repayment Provisions below. REPAYMENT PROVISIONS In addition to any interest payments to be made as indicated above, I will pay you the amount stated above as follows: [ ] ON DEMAND. On demand by you. [ ] PAYMENTS TO BE MADE UNTIL DEMAND. On demand by you, with payments of $________ each to be made monthly unless and until such demand is made. The first such payments shall be due on the______ day of________, 19__ (if you have not made demand before then) and unless and until you make demand, each subsequent payment shall be due on the corresponding day of each month thereafter. [x] TIME. _____ days after the date hereof on September 1, 1997. INSTALLMENTS. In ________ consecutive monthly installments, of____ which each but the last shall be $_____ and the final of which shall be equal to the then unpaid principal balance of this Note plus all accrued and unpaid interest thereon. The first such monthly installment shall be due on the ____ day of_________, 19__ and each subsequent installment shall be due on the corresponding day of each month thereafter, with the balance of all principal and interest due on ________, 19__. PREPAYMENT. I will be entitled to prepay this note as follows: LATE CHARGES. If the entire amount of any required principal and/or Interest is not paid in full within ten (10) days after the same is due, the Borrower shall pay to the Bank a late fee equal to five percent (5%) of the required payment provided that such late fee shall be reduced to three percent (3%) of any required principal and Interest payment that is not paid within fifteen (15) days of the date it is due if this Agreement is secured by a mortgage on an owner-occupied residence, 1-4 units. APPLICATION OF PAYMENTS. Any payments you receive from me will be applied first to any accrued and unpaid interest and then to the unpaid principal balance of this Note. If any payment under this Note becomes due and payable on the day upon which your office is legally closed to business, the due date shall be extended to the next succeeding business day and interest shall be payable during such extension at the rate stated above. EACH BORROWER AND ENDORSER LIABLE. If more than one borrower has signed below, each of us has made all of the promises contained in this Note, and we are jointly and severally liable for all obligations on this Note. If one or more endorser has signed below, each endorser agrees to all terms of this Note, including without limitation the provisions relating to Security. This Note is subject to the terms, provisions and conditions set forth on the reverse side of this page. Signed as an instrument under seal on the date stated above. BORROWER(S) Aseco Corporation - ------------------------------------ Name of Borrower By: Sebastian J. Sicari Vice President and CFO ----------------------------------------------- Name Title Address: 500 Donald Lynch Boulevard ------------------------------------------ Marlboro, Massachusetts 01752 ------------------------------------------ ENDORSER(S): - ---------------------------------------------------------------------- - ---------------------------------------------------------------------- EVENTS OF DEFAULT. Upon the occurrence of any one or more of the following Events of Default, the entire unpaid principal balance of this Note and all unpaid accrued interest hereunder shall become immediately due and payable at your option and without notice or demand. In addition, at your option and without notice or demand, the occurrence of any such Event of Default shall also constitute a default under all agreements between you and me as well as of all instruments and papers that I have given to you Events of Default are: (a) my failure to pay when due (or upon demand, if payable on demand) any amount due on this Note or any other amount I owe you; (b) my failure promptly, punctually, and faithfully to perform any other obligation or discharge any liability of mine to you; (c) your determination that any representation or warranty I made to you in any document, instrument, agreement or paper was not true or accurate when given; (d) the occurrence of any event of default under any agreement between you and me or under any instrument or paper I have given to you notwithstanding that you may not have exercised your rights upon default under any such other agreement, instrument or paper; (e) any act by, against, or relating to me or my property or assets, which act constitutes the application for, consent to, or sufferance of, the appointment of a receiver, trustee, or other person, pursuant to court action or otherwise over all or any part of my property, the granting of any trust mortgage or execution of an assignment for the benefit of my creditors or the occurrence of any other voluntary or involuntary liquidation or extension of debt agreement for me; my written admission of my inability to pay my debts as they mature; the filing of any complaint, application, or petition by or against me initiating any matter in which I am or may be granted any relief from my debts pursuant to the Federal Bankruptcy Code or pursuant to any other insolvency statute or procedure; my offering by or entering into any composition, extension, or any other arrangement seeking relief or extension for my debts or any other judicial or non-judicial proceeding or agreement by, against, or including me which seeks or intends to accomplish a reorganization or arrangement with creditors; (f) the imposition of any lien upon my assets or the entry of any judgment against me, which lien is not discharged, or judgment appealed from or satisfied, within fifteen (15) days after its imposition or entry; (g) any material adverse change in my assets, liabilities, property, business or condition, financial or otherwise; (h) the occurrence of any event or circumstance with respect to me such that you deem yourself to be insecure; (i) my death, termination of existence, dissolution, winding up, or liquidation; (j) the occurrence of any of the foregoing Events of Default with respect to any guarantor or endorser to you of my liabilities to you, as if such guarantor or endorser were a borrower who signed this Note. LOAN DOCUMENTS:SECURITY. The following loan documents and security instruments are incorporated herein by reference with the same force and effect as if set forth herein in full: Letter Agreement (the "Agreement") executed by and between Aseco Corporation and Fleet National Bank (as successor to Fleet Bank of Massachusetts, N. A.) as of November 27, 1992 and amended as of July 30, 1993, August 2, 1995 and August 30, 1996. The execution, endorsement or guaranty of this Note constitutes a confirmation by each person that any security interest listed above which was given to you before the date hereof shall continue in effect as security for this Note. In addition to the foregoing, any and all of the deposits or other sums at any time credited by or due from you to me or to any endorser or guarantor of this Note, and any cash, securities, instruments, or other property of mine or of such endorser or guarantor in your possession, whether for safekeeping, or otherwise, shall at all times constitute security for this Note and for any and all of my liabilities to you including, without limitation, the liability evidenced hereby, and may be applied or set off by you against such liabilities at any time whether or not such liabilities are then due and whether or not other collateral is available to you. COSTS AND EXPENSES. I and each endorser and guarantor of this Note, will pay all costs and expenses, including, without limitation, reasonable attorneys' fees and all expenses and disbursements of counsel, in connection with the protection or enforcement of any of your rights against me or any such endorser and guarantor and against any collateral given to you to secure this Note or any other of my liabilities or of such endorser and guarantor to you (whether or not suit is instituted by or against you). ASSIGNABILITY BY YOU. You may assign and transfer this Note to any person, firm or corporation and deliver to the assignee any collateral or security interest you hold in connection with this Note. In the event of such assignment, you will have no further responsibility or liability with respect to such collateral or security interest, and the terms of this Note and any related documents shall inure to the benefit of your assignee and its successors. This Note shall be binding upon me and each endorser and guarantor hereof and upon my and their respective heirs, successors, assigns, and representatives, and shall inure to the benefit of you and your successors and endorsees. SEVERABILITY. If any provision of this Note is deemed by any court having jurisdiction thereof to be invalid or unenforceable, the other provisions of this Note shall remain in full force and effect. If any provision of this Note is deemed by any such court to be unenforceable because such provision is too broad in scope, such provision shall be construed to be limited in scope to the extent such court shall deem necessary to make it enforceable. If any provision is deemed inapplicable by any such court to any person or circumstances, it shall nevertheless be construed to apply to all other persons and circumstances. WAIVER. No delay or omission by you in exercising or enforcing any of your powers, rights, privileges, remedies, or discretions hereunder shall operate as a waiver thereof on that occasion nor on any other occasion. No waiver of any default hereunder shall operate as a waiver of any other default hereunder, nor as a continuing waiver. ENDORSEMENT. Each endorser, jointly and severally if more than one, unconditionally guarantees prompt payment when due, by acceleration or otherwise, of this Note, regardless of its genuineness, validity, regularity or enforceability and waives any right to require you to proceed against the Borrower or any collateral which you might have been granted to secure and endorser's liabilities under this Note. PRESENTMENT, EXTENSION. I and each endorser and guarantor of this Note respectively waive presentment, demand, notices, and protest, and also waive any delay on the part of the holder hereof. Each assents to any extension or other indulgence (including, without limitation, the release of any other party to this Note or the release or substitution of collateral) which you permit me or any such endorser or guarantor with respect to this Note or any collateral given to secure this Note and any other liability of mine or such endorser or guarantor to you. MISCELLANEOUS. My liabilities and those of any endorser or guarantor of this Note are joint and several; provided, however, your release of me or any endorser or guarantor shall not release any other person obligated on account of this Note. Each reference in this Note to me, any endorser, and any guarantor, is to such person individually and also to all such persons jointly. No person obligated on account of this Note may seek contribution from any other person also obligated unless and until all liabilities to you of the person from whom contribution is sought have been satisfied in full. I and each endorser and guarantor of this Note authorize you to complete this Note if delivered in incomplete form, in any respect. This Note is delivered to you at one of your offices in Massachusetts and shall be governed by the laws of the Commonwealth of Massachusetts. I and each endorser and guarantor of this Note submit to the jurisdiction of the courts of the Commonwealth of Massachusetts for all purposes with respect to this Note, any collateral given to secure their respective liabilities to you or their respective liabilities to you or their respective relationships with you. EX-27 3
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ASECO CORPORATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE QUARTER ENDED SEPTEMBER 29, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS MAR-30-1997 JUL-01-1996 SEP-29-1996 14,545 0 11,053 575 8,871 34,970 4,634 2,534 37,456 6,716 0 0 0 36 30,299 37,456 8,989 8,989 4,805 4,805 0 0 (2) 811 273 538 0 0 0 538 .15 .15
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