-----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, NKl47bo5vel9p1YeK4fnLGDYiKsXBN0jsIo4zqB6ZYOfbdIUCk2YCJ+qZ1qdUyWn Z5vUaK0F0NVjE5T3IL//Pg== 0000927016-98-003987.txt : 19981113 0000927016-98-003987.hdr.sgml : 19981113 ACCESSION NUMBER: 0000927016-98-003987 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 19980927 FILED AS OF DATE: 19981112 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: SEC FILE NUMBER: 000-21294 FILM NUMBER: 98745541 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 10-Q 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 27, 1998 Commission file number 0-21294 -------------------------------------------- Aseco Corporation (Exact name of registrant as specified in its charter) DELAWARE 04-2816806 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) 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 27, 1998. COMMON STOCK, $.01 PAR VALUE 3,774,313 (Title of each class) (Number of shares) ASECO CORPORATION TABLE OF CONTENTS
Page ---- PART I. FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheets (unaudited) at September 27, 1998 and March 29, 1998 3 Condensed Consolidated Statements of Operations (unaudited) for the three months and six months ended September 27, 1998 and September 28, 1997 4 Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended September 27, 1998 and September 28, 1997 5 Notes to Condensed Consolidated Financial Statements 6-7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8-10 PART II. OTHER INFORMATION Item 1. Legal Proceedings 11 Item 2. Changes in Securities 11 Item 3. Defaults upon Senior Securities 11 Item 4. Submission of Matters to a Vote of Security Holders 11 Item 5. Other Information 11 Item 6. Exhibits and Reports on Form 8-K 11 Signatures
2 PART I. FINANCIAL INFORMATION ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ASECO CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
SEPTEMBER 27, MARCH 29, (in thousands, except share and per share data) 1998 1998 - ------------------------------------------------------------------------------------------------ ASSETS Current Assets Cash and cash equivalents $ 5,207 $ 4,431 Accounts receivable, less allowance for doubtful accounts of $770 at September 27, 1998 and $781 at March 29, 1998 5,376 9,140 Inventories, net 11,969 11,875 Prepaid expenses and other current assets 3,123 2,761 -------- --------- Total current assets 25,675 28,207 Plant and equipment, at cost 8,628 8,796 Less accumulated depreciation and amortization 5,350 4,755 -------- --------- 3,278 4,041 Other assets, net 795 1,443 -------- --------- $ 29,748 $ 33,691 ======== ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Borrowings on line of credit $ 4,390 $ -- Accounts payable 2,118 4,591 Accrued expenses 3,658 4,886 Current portion of capital lease obligations 12 13 -------- --------- Total current liabilities 10,178 9,490 Deferred taxes payable 594 594 Long-term capital lease obligations 9 25 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 3,774,313 and 3,731,718 shares at September 27, 1998 and March 29, 1998, respectively 38 38 Additional paid in capital 18,253 18,203 Retained earnings 601 5,291 Foreign currency translation adjustment 75 50 -------- --------- Total stockholders' equity 18,967 23,582 -------- --------- $ 29,748 $ 33,691 ======== =========
See notes to condensed consolidated financial statements 3 ASECO CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in thousands, except share and per share data)
THREE MONTHS ENDED SIX MONTHS ENDED SEPTEMBER 27, SEPTEMBER 28, SEPTEMBER 27, SEPTEMBER 28, 1998 1997 1998 1997 - ---------------------------------------------------------------------------------------------------- Net sales $ 4,395 $ 11,557 $ 11,025 $ 20,422 Cost of sales 3,641 6,253 7,701 11,073 ---------- ---------- ----------- ----------- Gross profit 754 5,304 3,324 9,349 Research and development costs 1,217 1,565 2,876 2,921 Selling, general and administrative expense 2,151 2,985 4,537 5,458 Restructuring charge 1,300 -- 1,300 -- Acquired in-process research and development -- -- -- 4,900 ---------- ---------- ----------- ----------- Income (loss) from operations (3,914) 754 (5,389) (3,930) Other income (expense): Interest income 31 84 58 253 Interest expense (54) (33) (59) (39) Other, net 20 (11) 11 (11) ---------- ---------- ----------- ----------- (3) 40 10 203 Income (loss) before income taxes (3,917) 794 (5,379) (3,727) Income tax (benefit) expense (347) 376 (689) 595 ---------- ---------- ----------- ----------- Net income (loss) $ (3,570) $ 418 $ (4,690) $ (4,322) ========== ========== =========== =========== Earnings (loss) per share, basic $ (0.96) $0.11 $ (1.26) $ (1.18) Shares used to compute earnings (loss) per share, basic 3,735,000 3,685,000 3,734,000 3,676,000 Earnings (loss) per share, diluted $ (0.96) $0.11 $ (1.26) $ (1.18) Shares used to compute earnings (loss) per share, diluted 3,735,000 3,979,000 3,734,000 3,676,000
See notes to condensed consolidated financial statements 4 ASECO CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (in thousands)
SIX MONTHS ENDED -------------------------------- SEPTEMBER 27, SEPTEMBER 28, 1998 1997 - ------------------------------------------------------------------------------------------------- Operating activities: Net (loss) $(4,690) $(4,322) Adjustments to reconcile net (loss) to net Cash used by operating activities: Depreciation and amortization 1,009 621 Acquired in-process research and development -- 4,900 Loss on sale of plant and equipment 5 -- Restructuring charge 1,300 -- Inventory write-off 850 -- Changes in assets and liabilities: Accounts receivable 3,246 (2,547) Inventories, net (978) (3,868) Prepaid expenses and other current assets 66 (236) Accounts payable and accrued expenses (3,988) 2,671 Income taxes payable -- 235 ------- ------- Total adjustments 1,510 1,776 ------- ------- Cash used in operating activities (3,180) (2,546) Investing activities: Acquisitions net of cash acquired -- (6,079) Proceeds from sale of plant and equipment 7 -- Acquisition of plant and equipment (342) (913) Increase in software development costs and other assets (136) (392) ------- ------- Cash used in investing activities (471) (7,384) Financing activities: Net proceeds from issuance of common stock 50 307 Borrowings on line of credit 4,390 1,875 Payments of long-term capital lease obligations (16) (7) ------- ------- Cash provided by financing activities 4,424 2,175 ------- ------- Effect of exchange rate changes on cash 3 (3) Net increase/decrease in cash and cash equivalents 776 (7,758) Cash and cash equivalents at the beginning of period 4,431 14,082 ------- ------- Cash and cash equivalents at the end of period $ 5,207 $ 6,324 ======= =======
See notes to condensed consolidated financial statements 5 ASECO CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SIX MONTHS ENDED SEPTEMBER 27, 1998 1. 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 three and six month periods ended September 27, 1998 are not necessarily indicative of the results that may be expected for the year ended March 28, 1999. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended March 29, 1998. 2. In 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, "Earnings per Share" which the Company adopted in the third quarter of fiscal 1998. Statement 128 replaced the previously reported primary and fully diluted earnings per share with basic and diluted earnings per share. Unlike primary earnings per share, basic earnings per share excludes any dilutive effects of options, warrants, and convertible securities. Diluted earnings per share is very similar to the previously reported fully diluted earnings per share. All earnings per share amounts for all periods have been presented, and where necessary, restated to conform to the Statement 128 requirements. 3. In 1997, the Financial Accounting Standards Board issued Statement No. 130, "Reporting Comprehensive Income" which establishes standards for the reporting and display of comprehensive income and its components in a full set of general- purpose financial statements. Under this standard, certain revenues, expenses, gains, and losses recognized during the period are included in comprehensive income, regardless of whether they are considered to be results of operations of the period. During the second quarter of Fiscal 1999 total comprehensive loss amounted to $3,534,000 versus comprehensive income of $426,000 for the second quarter of fiscal 1998. Comprehensive loss for the first six months of fiscal 1999 was $4,665,000 versus comprehensive loss for the first six months of fiscal 1998 of $4,302,000. The difference between comprehensive income/loss and net income/loss as reported on the Consolidated Statements of Operations is attributable to the foreign currency translation adjustment. 4. Inventories consisted of: (IN THOUSANDS)
SEPTEMBER 27, MARCH 29, 1998 1998 ------------- -------- Raw Material $ 6,354 $ 5,612 Work in Process 4,766 4,712 Finished Goods 849 1,551 ------- ------- $11,969 $11,875 ======= =======
6 5. On May 23, 1997, the Company acquired 100% of the outstanding stock of Western Equipment Developments (Holdings) Ltd. ("WED") for approximately $6,100,000 in cash. WED designs, manufactures and markets integrated circuit wafer handling robot and inspection systems used to load, sort, transport and inspect wafers during the semiconductor manufacturing process. The acquisition was accounted for as a purchase and accordingly, the results of operations of the acquired business have been included in the Company's consolidated financial statements commencing May 23, 1997. The Company's initial allocation of the purchase price at the date of acquisition resulted in an estimate of acquired in-process research and development of $4,900,000 recorded in the first quarter of fiscal 1998. During fiscal 1998, the Company determined that certain acquired technology was not as developed as originally expected, and certain in-process technology would require more time to develop than originally anticipated. At the end of fiscal 1998, the Company completed the allocation of the purchase price which resulted in an additional in-process research and development charge of $1,200,000 resulting in an aggregate fiscal 1998 charge of $6,100,000. The following table summarizes the unaudited pro-forma consolidated results of operations as if the acquisition had been made as of January 1, 1997, including the aggregate acquired in-process research and development charge of $6,100,000 as if expensed on that date:
Six months ended ---------------- SEPTEMBER 28, 1997 ---------------- Net sales $21,451 Net loss (6,911) Earnings (loss) per share $ (1.89)
6. In the second quarter of fiscal 1999, the Company announced a plan to consolidate its UK wafer handling and inspection manufacturing operations. This plan includes the closure of the Company's UK facility and related transfer of manufacturing operations to the United States as well as the discontinuation of several older product models in an effort to focus the operation's product offerings. The shutdown and transfer will be substantially completed during the third quarter of fiscal 1999. In conjunction with this plan, the Company recorded a $2.2 million special charge including a $850,000 charge to cost of sales for inventory write-downs related to product discontinuations and a $1.3 million restructuring charge. The principal components of the restructuring charge include $627,000 for write-down of fixed and other long term assets, $241,000 for severance related charges, $188,000 for a write-down of goodwill related to the impairment of such assets indicated using estimated future cash flows, and $65,000 of lease termination and related costs. 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Three and six months ended September 27, 1998 Results of Operations - --------------------- Net sales for the second quarter of fiscal 1999 decreased 62% to $4.4 million compared to $11.6 million for the second quarter of fiscal 1998. Net sales for the first six months of fiscal 1999 decreased 46% to $11 million compared to $20 million for the first six months of fiscal 1998. The decrease in net sales resulted from fewer unit shipments compared to the second quarter of fiscal 1998 as a result of an industry wide market downturn. International sales represented approximately 51% of net sales for the second quarter of fiscal 1999 versus 50% in the second quarter of fiscal 1998. On a year to date basis, export sales represented 42% of net sales compared to 43% in the same period last year. Year to date approximately 85% of all international sales were to customers located in the Pacific Rim region. In the second quarter of fiscal 1999, the Company announced a plan to consolidate its UK wafer handling and inspection manufacturing operations. This plan includes the closure of the Company's UK facility and related transfer of manufacturing operations to the United States as well as the discontinuation of several older product models in an effort to focus the operation's product offerings. The shutdown and transfer will be substantially completed during the third quarter of fiscal 1999 (See Note 6 to the Condensed Consolidated Financial Statements included herein). In conjunction with this plan, the Company recorded a $2.2 million special charge including a $850,000 charge to cost of sales for inventory write-downs related to product discontinuations and a $1.3 million restructuring charge. The principal components of the restructuring charge include $627,000 for write-down of fixed and other long term assets, $241,000 for severance related charges, $188,000 for a write-down of goodwill related to the impairment of such assets indicated using estimated future cash flows, and $65,000 of lease termination and related costs. Gross margin for the second quarter of fiscal 1999 was 17% compared to 46% in the same quarter last year. Gross margin for the first six months of fiscal 1999 was 30% compared to 46% in the same period last year. The second quarter fiscal 1999 decline in gross margin resulted from the $850,000 charge for discontinued products described above, manufacturing excess capacity resulting from lower production levels and, to a lesser extent, the higher mix of lower margin product sales during the second quarter of 1999. Research and development expenses decreased 22% to $1.2 million in the second quarter of fiscal 1999 from $1.6 million in the second quarter of fiscal 1998. Research and development expenses increased as a percentage of sales to 28% in the second quarter of fiscal 1999 from 14% in the second quarter of fiscal 1998 due to the decline in net sales. Research and development expenses for the first six months of fiscal 1999 and fiscal 1998 were approximately $2.9 million. The decrease in spending in the comparable quarterly periods was principally a result of decreased headcount. Development spending in the second quarter of fiscal 1999 was focused on various enhancements and features for the VT8000, the Company's newest test handler. During the first quarter of fiscal 1998, the Company recorded a special charge to earnings of $4.9 million for acquired in-process research and development related to the initial allocation of the purchase price of the Company's acquisition of Western Equipment Developments Holdings ("WED") (See Note 5 to the Condensed Consolidated Financial Statements included herein). 8 Selling, general and administrative expenses for the second quarter of fiscal 1999 were $2.2 million versus $3.0 million for the second quarter of fiscal 1998. Selling, general and administrative expenses for the first six months of fiscal 1999 were $4.5 million versus $5.5 million for the first six months of fiscal 1998. The decrease in selling, general and administrative expenses was primarily the result of lower commissions earned due to lower sales volume along with the savings realized from workforce reductions and a Company wide freeze on discretionary spending. Operating loss in the second quarter of fiscal 1999 was $3.9 million versus operating income of $754,000 in the second quarter of fiscal 1998. Operating loss in the first six months of fiscal 1999 was $5.4 million versus operating loss of $3.9 million in the first six months of fiscal 1998. The year to date operating loss of $5.4 million is the result of both the $2.2 million special charge recorded during the second quarter (See Note 6 to the Company's Condensed Consolidated Financial Statements included herein) and the decline in sales and lower gross margins attributable to the shift in product mix. The Company recorded a tax benefit of $347,000 in the second quarter of fiscal 1999 versus income tax expense of $376,000 in the second quarter of fiscal 1998. Tax rates in both quarters were affected by the inability to offset losses incurred by WED against income earned and taxes paid in the United States. As a result of the foregoing, net loss for the second quarter of fiscal 1999 was $3.6 million, or $0.96 per diluted share, as compared to net income of $418,000, or $0.11 per diluted share, for the second quarter of fiscal 1998. Liquidity and Capital Resources - ------------------------------- The Company ended the second quarter of fiscal 1999 with a cash position of approximately $5.2 million compared to $1.5 million at the end of the prior quarter. Borrowings under the Company's bank line of credit at the end of the second quarter of fiscal 1999 amounted to $4.4 million versus $300,000 at the end of the first quarter of fiscal 1999. During the second quarter, the Company's bank committed to an interim extension of the term of the Company's $5 million line of credit to November 15, 1998. As of November 11, 1998, the Company's cash position was approximately $2.6 million and total availability under the Company's bank line of credit was $1.9 million, all of which was borrowed and outstanding. The Company is currently negotiating a further extension of its bank line of credit and it is anticipated that all borrowings under the extended line will be secured by all the assets of the Company and will be subject to certain financial covenants including maintenance of specified debt to net worth, current ratios, and minimum levels of net worth and profitability. The Company used approximately $3.2 million of cash from operations during the first six months of fiscal 1999. Accounts receivable decreased generating cash of approximately $3.2 million in the first six months of fiscal 1999 because of a decrease in sales volume. For the first six months of fiscal 1999, the Company used approximately $1.0 million for material purchases which occurred principally in the first quarter of fiscal 1999 as the Company was not able to reduce its build plan early enough in the first quarter to facilitate timely cancellation of orders. Accounts payable and accrued expense decreased approximately $4.0 million as a result of lower business volume experienced during the quarter. The Company used approximately $471,000 in cash for investing activities during the first six months of fiscal 1999. The Company spent approximately $342,000 on capital equipment purchases and $136,000 to fund internal software development costs. The Company generated cash from financing activities in the first six months of fiscal 1999 of $4.4 million, primarily as a result of borrowings under the working capital line of credit. The Company expects to continue to experience a slowdown in the volume of business due to adverse market conditions in the semiconductor industry. As a result, the Company intends to monitor and further reduce if necessary, its expenses if projected lower net sales levels continue. Although the Company anticipates that it will incur losses in future quarters which will negatively impact its liquidity position, 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. 9 Year 2000 Compliance - -------------------- Historically certain computer programs have been written using two digits rather than four to define the applicable year, which could result in a computer recognizing a date using "00" as the year 1900 rather than the year 2000. This, in turn, could result in major system failures or miscalculations, and is generally referred to as the "Year 2000 Problem". In the second quarter of fiscal 1999, the Company completed its implementation of a new enterprise-wide management information system that the vendor has represented is Year 2000 compliant. In addition, the Company has completed an assessment of other software used by the Company for Year 2000 compliance and has noted no material instances of non-compliance. On an on-going basis, the Company reviews each of its new hardware and software purchases to ensure that it is Year 2000 compliant. The Company has also conducted a review of its product line and has determined that most of the products it has sold and will continue to sell do not require remediation to be Year 2000 compliant. The Company is in the process of gathering information about the Year 2000 compliance status of its significant suppliers and customers. The Company expects to complete this exercise during fiscal 1999. Additionally, the compliance status of the Company's external agents who process vital Company data such as payroll, employee benefits, and banking information have been queried for Year 2000 compliance. To date, the Company is not aware of any such external agent with a Year 2000 issue that would materially impact the Company's results of operations, liquidity, or capital resources. However, the Company has no means of ensuring that external agents will be Year 2000 ready. To date the Company has incurred approximately $800,000 ($175,000 expensed and $625,000 capitalized for new systems and equipment) related to all phases of the Year 2000 compliance initiatives. Although the Company does not believe that it will incur any additional material costs or experience material disruptions in its business associated with preparing its internal systems for Year 2000 compliance, there can be no assurances that the Company will not experience serious unanticipated negative consequences and/or material costs caused by undetected errors or defects in the technology used in its internal systems, which are comprised of third party software and third party hardware that contain embedded software. The most reasonably likely worst case scenarios would include (i) corruption of data contained in the Company's internal information systems relating to, among other things, manufacturing and customer orders, shipments, billing and collections, (ii) hardware failure, (iii) the failure of infrastructure services provided by government agencies and other third parties (i.e., electricity, phone service, water transport, payroll, employee benefits, etc.), (iv) warranty and litigation expense associated with third-party software incorporated into the Company's products that is not Year 2000 compliant, and (v) a decline in sales resulting from disruptions in the economy generally due to Year 2000 issues. The Company has contingency plans for certain critical applications and is working on such plans for others. These contingency plans involve among other actions, manual workarounds and adjusting staffing strategies. 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 29, 1998. 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. 10 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 11, 1998, the Annual Meeting of Stockholders was held and the following matters were voted upon: 1. Carl S. Archer, Jr. was elected as Director to serve for a three year term. The vote was 3,499,363 in favor, 77,884 withheld. 2. An amendment to the Company's Employee Stock Purchase Plan increasing the maximum number of shares issuable under the plan from 100,000 to 150,000 was approved with 3,406,077 in favor, 152,590 against, and 6,832 abstaining. 3. The Board of Directors' selection of Ernst & Young LLP as the Company's independent auditors for the year ended March 28, 1999 was ratified with 3,546,273 in favor, 28,590 against, and 2,384 abstaining. Item 5. Other Information: None. Item 6. Exhibits and reports on Form 8-K: a. Exhibits See exhibit index b. There were no reports on Form 8-K filed for the three months ended September 27, 1998. 11 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/ Sebastian J. Sicari President, Chief Executive November 11, 1998 - ----------------------- Officer, (principal Sebastian J. Sicari executive officer) /s/ Mary R. Barletta Vice President, Chief November 11, 1998 - --------------------- Financial Officer, Treasurer Mary R. Barletta (principal financial and accounting officer) 12 Item 6a. Exhibit No. Description ***10.2 1993 Non-Employee Director Stock Option Plan, as amended and restated as of August 11, 1998, filed herewith ***10.23 Separation Agreement, dated August 11, 1998, between Carl S. Archer, Jr. and the Company, filed herewith ***10.24 Severance Agreement, dated July 8, 1998, between Mary R. Barletta and the Company, filed herewith ***10.25 Severance Agreement, dated July 8, 1998, between Robert L. Murray and the Company, filed herewith ***10.26 Severance Agreement, dated July 8, 1998, between Robert E. Sandberg and the Company, filed herewith ***10.27 Severance Agreement, dated July 8, 1998, between Richard S. Sidell and the Company, filed herewith ***10.28 Severance Agreement, dated July 8, 1998, between Phillip J. Villari and the Company, filed herewith ***10.29 Letter agreement, dated August 11, 1998, between Sebastian J. Sicari and the Company, filed herewith *** Management contract or compensation plan or arrangement required to be filed as an exhibit pursuant to item 14c. 13 EX-10.2 2 1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN ASECO CORPORATION 1993 NON-EMPLOYEE DIRECTOR STOCK PLAN (Amended and Restated Effective as of August 11, 1998) 1. Purpose. This plan, to be known as the 1993 Non-Employee Director ------- Stock Plan (hereinafter, this "Plan") is intended to promote the interests of Aseco Corporation (hereinafter, the "Company") by providing an inducement to obtain and retain the services of qualified persons who are not employees or officers of the Company to serve as members of its Board of Directors (the "Board"). 2. Available Shares. The total number of shares of Common Stock, par ---------------- value $.01 per share, of the Company (the "Common Stock"), which may be granted under this Plan shall not exceed 165,000 shares, subject to adjustment in accordance with paragraph 10 of this Plan. Shares subject to this Plan are authorized but unissued shares or shares that were once issued and subsequently reacquired by the Company. If any options granted under this Plan are surrendered before exercise or lapse without exercise, in whole or in part, the shares reserved therefor shall continue to be available under this Plan. 3. Administration. This Plan shall be administered by the Board or by a -------------- committee appointed by the Board (the "Committee"). In the event the Board fails to appoint or refrains from appointing a Committee, the Board shall have all power and authority to administer this Plan. In such event, the word "Committee" wherever used herein shall be deemed to mean the Board. The Committee shall, subject to the provisions of the Plan, have the power to construe this Plan, to determine all questions hereunder, and to adopt and amend such rules and regulations for the administration of this Plan as it may deem desirable. 4. Granting of Options. ------------------- (a) Initial Grant. On the effective date of a registration statement ------------- on Form S-1 covering the initial public offering of the Company's Common Stock (the "Effective Date"), each person who is then a member of the Board, and who is not a current or former employee or officer of the Company, shall be automatically granted, without further action by the Board, an option to purchase 3,000 shares of the Common Stock. (b) Initial Grant to New Directors. Subject to the availability of ------------------------------ shares under this Plan, each person who is first elected as a member of the Board after May 15, 1996 and during the term of this Plan, and who is not on the date of such election a current or former employee or officer of the Company, shall be automatically granted an option to purchase 15,000 shares of the Common Stock on the date of his or her first election as a member of the Board. (c) Automatic Grants. On April 30 of each year commencing April 30, ---------------- 1996 and during the term of this Plan, each person who is then serving on the Board, and who is not a current or former employee or officer of the Company, shall automatically be granted an option to purchase 3,500 shares of the Common Stock, subject to the availability of shares under this Plan. (d) Initial Option Adjuster. On May 15, 1996, each person who is ----------------------- serving on the Board as of such date, who is not a current or former employee or officer of the Company and who is to serve on the Board following the 1996 Annual Meeting of Stockholders of the Company shall automatically be granted an option to purchase an additional 10,000 shares of Common Stock. Except for the specific options referred to above, no other options shall be granted under this Plan. 5. Option Price. The purchase price of the stock covered by an option ------------ granted pursuant to this Plan shall be 100% of the fair market value of such shares on the day the option is granted. The option price will be subject to adjustment in accordance with the provisions of paragraph 10 of this Plan. For purposes of this Plan, if, at the time an option or Stock Award (defined below) is granted under the Plan, the Company's Common Stock is publicly traded, "fair market value" shall be determined as of the last business day for which the prices or quotes discussed in this sentence are available prior to the date such option or Stock Award is granted and shall mean (i) the average (on that date) of the high and low prices of the Common Stock on the principal national securities exchange on which the Common Stock is traded, if the Common Stock is then traded on a national securities exchange; or (ii) the last reported sale price (on that date) of the Common Stock on the Nasdaq National Market System, if the Common Stock is not then traded on a national securities exchange; or (iii) the closing bid price (or average of bid prices) last quoted (on that date) by an established quotation service for over-the-counter National Market System. If, at the time an option or Stock Award is granted under the Plan, the Company's stock is not publicly traded, "fair market value" shall be the fair market value on the date the option or Stock Award is granted as determined by the Board in good faith. 6. Period of Option. Unless sooner terminated in accordance with the ---------------- provisions of paragraph 8 of this Plan, an option granted hereunder shall expire on the date which is ten (10) years after the date of grant of the option. 2 7. Vesting of Shares and Non-Transferability of Options. ---------------------------------------------------- (a) Vesting. Options granted under this Plan shall not be exercisable ------- until they become vested. Options granted pursuant to Sections 4(b), 4(c) and 4(d) of this Plan shall vest in the optionee and thus become exercisable immediately by the optionee in two annual installments of 50% each on the first and second anniversary of the date of grant. Options granted pursuant to Section 4(a) of the Plan shall be 100% vested on the date of grant and thus be fully exercisable at any time prior to their expiration. (b) Legend on Certificates. The certificates representing such shares ---------------------- shall carry such appropriate legend, and such written instructions shall be given to the Company's transfer agent, as may be deemed necessary or advisable by counsel to the Company in order to comply with the requirements of the Securities Act of 1933 or any state securities laws. (c) Non-transferability. Any option granted pursuant to this Plan ------------------- shall not be assignable or transferable other than by will or the laws of descent and distribution or pursuant to a domestic relations order and shall be exercisable during the optionee's life time only by him or her. 8. Termination of Option Rights. ---------------------------- (a) In the event an optionee ceases to be a member of the Board for any reason other than death or permanent disability, any then unexercised portion of options granted to such optionee shall, to the extent not then vested, immediately terminate and become void; any portion of an option which is then vested but has not been exercised at the time the optionee so ceases to be a member of the Board may be exercised, to the extent it is then vested, by the optionee within two years of the date the optionee ceased to be a member of the Board; and all options shall terminate after such two-year period has have expired. (b) In the event that an optionee ceases to be a member of the Board by reason of his or her death or permanent disability, any option granted to such optionee shall be immediately, and automatically accelerated and become fully vested and all unexercised options shall be exercisable by the optionee (or by the optionee's personal representative, heir or legatee, in the event of death) until the scheduled expiration date of the option. 9. Exercise of Option. Subject to the terms and conditions of this Plan ------------------ and the option agreements, an option granted hereunder shall, to the extent then exercisable, be exercisable in whole or in part by giving written notice to the Company by mail or in person addressed to Aseco Corporation, 500 3 Donald Lynch Boulevard, Marlboro, Massachusetts 01752, Attention: Chief Financial Officer, stating the number of shares with respect to which the option is being exercised, accompanied by payment in full for such shares. Payment may be (a) in United States dollars in cash or by check, (b) in whole or in part in shares of Common Stock of the Company already owned by the person or persons exercising the option or shares subject to the option being exercised (subject to such restrictions and guidelines as the Board may adopt from time to time), valued at fair market value determined in accordance with the provisions of paragraph 5 or (c) consistent with applicable law, through the delivery of an assignment to the Company of a sufficient amount of the proceeds from the sale of the Common Stock acquired upon exercise of the option and an authorization to the broker or selling agent to pay that amount to the Company, which sale shall be at the participant's direction at the time of exercise. There shall be no such exercise at any one time as to fewer than one hundred (100) shares or all of the remaining shares then purchasable by the person or persons exercising the option, if fewer than one hundred (100) shares. The Company's transfer agent shall, on behalf of the Company, prepare a certificate or certificates representing such shares acquired pursuant to exercise of the option, shall register the optionee as the owner of such shares on the books of the Company and shall cause the fully executed certificates(s) representing such shares to be delivered to the optionee as soon as practicable after payment of the option price in full. The holder of an option shall not have any rights of a stockholder with respect to the shares covered by the option, except to the extent that one or more certificates for such shares shall be delivered to him or her upon the due exercise of the option. 10. Adjustments Upon Changes in Capitalization and Other Matters. Upon ------------------------------------------------------------ the occurrence of any of the following events, an optionee's rights with respect to options granted to him or her hereunder shall be adjusted as hereinafter provided: (a) If, after January 18, 1993, the shares of Common Stock shall be subdivided or combined into a greater smaller number of shares or if the Company shall issue any shares of Common Stock as a stock dividend on its outstanding Common Stock, the number of shares of Common Stock deliverable upon the exercise of options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the purchase price per share to reflect such subdivision, combination or stock dividend. No adjustment, however, shall be made for the 1-for-2.4 reverse split of the Common Stock declared by the Board on January 18, 1993. (b) Merger; Consolidation; Liquidation; Sale of Assets. In the event -------------------------------------------------- the Company is merged into or consolidated with another corporation under circumstances where the Company is not the surviving corporation, or if the Company is liquidated or 4 sells or otherwise disposes of all or substantially all of its assets to another corporation while unexercised options remain outstanding under the Plan, (i) subject to the provisions of clauses (iii), (iv) and (v) below, after the effective date of such merger, consolidation or sale, as the case may be, each holder of an outstanding option shall be entitled, upon exercise of such option, to receive in lieu of shares of Common Stock, shares of such stock or other securities as the holders of shares of Common Stock received pursuant to the terms of the merger, consolidation or sale; or (ii) the Board may waive any discretionary limitations imposed with respect to the exercise of the option so that all options from and after a date prior to the effective date of such merger, consolidation, liquidation or sale, as the case may be, specified by the Board, shall be exercisable in full; or (iii) all outstanding options may be cancelled by the Board as of the effective date of any such merger, consolidation, liquidation or sale, provided that notice of such cancellation shall be given to each holder of an option, and each such holder thereof shall have the right to exercise such option in full (without regard to any discretionary limitations imposed with respect to the option) during a 30-day period preceding the effective date of such merger, consolidation, liquidation or sale; or (iv) all outstanding options may be cancelled by the Board as of the date of any such merger, consolidation, liquidation or sale, provided that notice of such cancellation shall be given to each holder of an option and each such holder thereof shall have the right to exercise such option but only to the extent exercisable in accordance with any discretionary limitations imposed with respect to the option prior to the effective date of such merger, consolidation, liquidation or sale; or (v) the Board may provide for the cancellation of all outstanding options and for the payment to the holders thereof of some part or all of the amount by which the value thereof exceeds the payment, if any, which the holder would have been required to make to exercise such option. (c) Issuance of Securities. Except as expressly provided herein, no ---------------------- issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to options. No adjustments shall be made for dividends paid in cash or in property other than securities of the Company. (d) Adjustments. Upon the happening of any of the foregoing events, ----------- the class and aggregate number of shares set forth in paragraph 2 of this Plan that are subject to options which previously have been or subsequently may be granted under this Plan shall also be appropriately adjusted to reflect such events. The Board shall determine the specific adjustments to be made under this paragraph 10 and its determination shall be conclusive. 5 11. Restrictions on Issuance of Shares. Notwithstanding the provisions of ---------------------------------- paragraphs 4, 9 and 14 of this Plan, the Company shall have no obligation to deliver any certificate or certificates upon exercise of an option or grant of a Stock Award until one of the following conditions shall be satisfied: (i) The shares with respect to the Stock Award or which the option has been exercised are at the time of the issue of such shares effectively registered under applicable Federal and state securities laws as now in force or hereafter amended; or (ii) Counsel for the Company shall have given an opinion that such shares are exempt from registration under Federal and state securities laws as now in force or hereafter amended; and the Company has complied with all applicable laws and regulations with respect thereto, including without limitation all regulations required by any stock exchange upon which the Company's outstanding Common Stock is then listed. 12. Representation of Optionee. If requested by the Company, the optionee -------------------------- shall deliver to the Company written representations and warranties upon exercise of the option that are necessary to show compliance with Federal and state securities laws, including representations and warranties to the effect that a purchase of shares under the option is made for investment and not with a view to their distribution (as that term is used in Securities Act of 1933). 13. Option Agreement. Each option granted under the provisions of this ---------------- Plan shall be evidenced by an option agreement, which agreement shall be duly executed and delivered on behalf for the Company and by the optionee to whom such option is granted. The option agreement shall contain such terms, provisions and conditions not inconsistent with this Plan as may be determined by the officer executing it. 14. Annual Stock Awards. Subject to the availability of shares under this ------------------- Plan, on the date of each annual meeting of the Company's stockholders, commencing with the annual meeting of stockholders held on August 11, 1998, each person who is then a member of the Board, and is not a current or former employee or officer of the Company, shall be awarded a number of shares of Common Stock determined by dividing 5,000 by the fair market value of one share of Common Stock on such date ("Stock Awards"). 15. Termination and Amendment of Plan. Options and Stock Awards may no --------------------------------- longer be granted under this Plan after January 18, 2003, and this Plan shall terminate when all options granted or to be granted hereunder are no longer outstanding. The Board may at any time terminate this Plan or make such modification or amendment thereof as it deems advisable; provided, however, that -------- ------- the Board may not, without approval by the affirmative vote of 6 the holders of a majority of the shares of Common Stock present in person or by proxy and entitled to vote at the meeting, (a) increase the maximum number of shares for which options and Stock Awards may be granted under this Plan (except by adjustment pursuant to Section 10), (b) materially modify the requirements as to eligibility to participate in this Plan, (c) materially increase benefits accruing to participants under this Plan, or (d) amend this Plan in any manner which would cause Rule 16b-3 to become inapplicable to this Plan; and provided -------- further that the provisions of this Plan specified in Rule 16b-3(c)(2)(ii)(A) - ------- (or any successor or amended provision thereof) under the Securities Exchange Act of 1934 (including without limitation, provisions as to eligibility, amount, price and timing of awards) may not be amended more than once every six months, other than to comport with changes in the Internal Revenue Code, the Employee Retirement Income Security Act, or the rules thereunder. Termination or any modification or amendment of this Plan shall not, without consent of a participant, affect his or her rights under an option or Stock Award previously granted to him or her. 16. Withholding of Income Taxes. Upon the exercise of an option or grant --------------------------- of a Stock Award hereunder, the Company, in accordance with Section 3402(a) of the Internal Revenue Code, may require the participant to pay withholding taxes in respect of amounts considered to be compensation includible in the participant's gross income. 17. Compliance with Regulations. It is the Company's intent that the Plan --------------------------- comply with all respects with Rule 16b-3 under the Securities Exchange Act of 1934 (or any successor or amended version thereof) and any applicable Securities and Exchange Commission interpretations thereof. If any provision of this Plan is deemed not to be in compliance with Rule 16b-3, the provision shall be null and void. 18. Governing Law. The validity and construction of this Plan and the ------------- instruments evidencing options shall be governed by the laws of The Commonwealth of Massachusetts, without giving effect to the principles of conflicts of law thereof. Date Approved by Board of Directors of the Company: August 11, 1998 Date Approved by Stockholders of the Company: ----------------------- 7 EX-10.23 3 SEPARATION AGREEMENT BETWEEN CARL ARCHER & CO. SEPARATION AGREEMENT -------------------- This Separation Agreement is entered into as of this 11th day of August, 1998 by and between Aseco Corporation, a Delaware corporation (the "Company"), ------- and Carl S. Archer, Jr. ("Archer"). ------ Recitals: -------- WHEREAS, Archer has served as the President and Chief Executive Officer of the Company; WHEREAS, Archer relinquished his position as President of the Company on May 12, 1998 and as Chief Executive Officer of the Company on August 11, 1998; WHEREAS, Archer and the Company are parties to a Severance Agreement dated as of December 30, 1996 (the "1996 Severance Agreement"); and ------------------------ WHEREAS, in connection with the termination of Archer's employment with the Company, the Company and Archer wish to provide for the payment of certain compensation and the provision of certain benefits to Archer by the Company in lieu of Archer's rights under the 1996 Severance Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Interim Employment. From the date of this Agreement until October 31, ------------------ 1998 (the "Employment Period"), Archer shall remain a full-time employee of the ----------------- Company reporting directly to the Chief Executive Officer of the Company. 2. Consulting. From November 1, 1998 until August 10, 1999 (the ---------- "Consulting Period", and together with the Employment Period, the "Service - ------------------ ------- Period"), Archer shall render such executive-level consulting services as the - ------ Chief Executive Officer of the Company may reasonably request; provided, -------- however, that Archer shall not be required to render more than 5 days of service - ------- per month and shall not be required to travel outside of Massachusetts in connection with performing such services. Archer's obligations under this Section 2 shall terminate upon a Change in Control (as defined below). 3. Compensation. As consideration for agreeing to provide the foregoing ------------ employment and consulting services, the Company shall pay Archer during the Service Period a fee of $200,000, payable in bi-weekly installments (net of all applicable withholding taxes). The Company's obligation under this Section 3 shall be absolute and unconditional, but shall terminate upon a Change in Control. 4. Severance Payments. As consideration for past services rendered by ------------------ Archer, the Company shall pay him $15,000 per month (net of all applicable withholding taxes) during the two-year period commencing on the first anniversary of the date of this Agreement; provided, however, that upon a Change -------- ------- in Control the Company shall pay Archer an amount equal to $560,000 minus the total amount theretofore paid to him pursuant to Sections 3 and 4 of this Agreement. The Company, in its sole discretion, shall have the right to prepay any or all amounts that it is required to pay pursuant to Sections 3 and 4 of this Agreement. As used in this Agreement, the term "Change in Control" shall ----------------- mean (i) the sale, lease, transfer or other disposition by the Company of all or substantially all of its assets in a single transaction or a series of related transactions; (ii) the merger or consolidation of the Company with another entity in which the stockholders of the Company immediately prior to such merger or consolidation hold less than 50% of the outstanding voting stock of the surviving or resulting corporation immediately following such transaction; or (iii) the sale or exchange (to or with any person or entity other than the Company) by the stockholders of the Company of more than 50% of the outstanding voting stock of the Company in a single transaction or series of related transactions. 5. Benefits Continuation. During the four-year period commencing on the --------------------- date of this Agreement, the Company shall provide to Archer the health, dental and life insurance benefits made generally available to executive officers of the Company; provided, however, that the Company shall have no obligation to -------- ------- provide the foregoing benefits if the annual cost to the Company of doing so is greater than $15,000. In the event the annual cost to the Company of providing the foregoing benefits is greater than $15,000 Archer may either pay the Company an amount equal to the excess (and the Company shall thereafter be obligated to provide such benefits) or Archer may designate certain of the foregoing benefits the annual cost of which to the Company is less than $15,000 (and the Company shall thereupon be obligated to provide the benefits so designated.) 6. Stock Options. Exhibit A hereto lists all options held by Archer to ------------- --------- purchase shares of the Company's common stock. Notwithstanding the terms of the stock option agreements pursuant to which such options were granted and the termination of Archer's employment by the Company, each such option shall be exercisable at any time prior to the earlier of (i) August 11, 2001 and (ii) the expiration date of the option. Each of the options listed on Exhibit A shall be --------- fully vested and therefore exercisable in full as of the date of this Agreement. 2 7. Release. Archer does hereby release, acquit, remise and forever ------- discharge the Company, its agents, officers, directors, shareholders, employees, affiliates, successors and assigns (collectively, "Released Parties") from all ---------------- claims (including, without limitation, any claim to employment or reemployment, wages, or back wages, fees, expenses, benefits or compensation), damages, demands, liabilities, equities and causes of action of every kind and character, both known and unknown, in contract, tort or otherwise, including those past and present, accruing to Archer against the Released Parties, or any of them, at any time prior to the date of this Agreement. Archer hereby acknowledges and warrants that he is over eighteen years of age, is of sound mind, has fully read and understands all terms and conditions set forth herein, has had an opportunity to fully consult with his own counsel in connection herewith and is entering into this Agreement voluntarily and without any promise or benefit other than as set forth herein. 8. Miscellaneous. ------------- (a) This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement, including without limitation the 1996 Severance Agreement. (b) This Agreement may be amended or modified only by a written instrument executed by both the Company and Archer. (c) This Agreement shall be construed, interpreted and enforced in accordance with the laws of The Commonwealth of Massachusetts. (d) This Agreement shall be binding upon and inure to the benefit of both parties and their respective heirs, successors and assigns, including any entity with which or into which the Company may be merged or which may succeed to its assets or business. (e) The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement. (f) In case any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby. 3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year set forth above. ASECO CORPORATION By: --------------------------- Title: ------------------------ ------------------------------ Carl S. Archer, Jr. 4 Exhibit A ---------
Number of Expiration Grant Date Shares Exercise Price Date - ------------ ----------- ---------------- ------------ 01/12/94 90,000 $ 5.375 01/12/2004 08/23/96 108,750 $10.375 08/23/2006 10/18/96 36,250 $ 9.875 10/18/2006 05/10/97 30,000 $ 9.875 05/10/2007 08/11/98 20,000 $ 3.16 08/11/2008
5 EX-10.24 4 SEVERANCE AGREEMENT BETWEEN MARY BARLETTA & CO. SEVERANCE AGREEMENT ------------------- This Severance Agreement is entered into as of this 8th day of July, 1998 by and between Aseco Corporation, a Delaware corporation (the "Company"), and Mary R. Barletta (the "Employee"). Recitals: -------- WHEREAS, the Employee is an executive officer of the Company; and WHEREAS, the Company and the Employee wish to provide for the payment of certain severance compensation by the Company to the Employee in the event the Employee's employment by the Company is terminated. NOW, THEREFORE, in consideration of the Employee's continued service to the Company and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Definitions. ----------- "Benefit Period" shall mean the twelve (12)-month period following the Termination Date. "Cause" shall be deemed to exist if the Board of Directors of the Company or its successor in good faith determines, after giving the Employee notice and an opportunity to be heard, that the Employee has committed an act constituting fraud, embezzlement, larceny or theft. "Change in Control" shall mean (i) the sale, lease, transfer or other disposition by the Company of all or substantially all of its assets in a single transaction or a series of related transactions; (ii) the merger or consolidation of the Company with another entity in which the stockholders of the Company immediately prior to such merger or consolidation hold less than 50% of the outstanding voting stock of the surviving or resulting corporation immediately following such transaction; or (iii) the sale or exchange (to or with any person or entity other than the Company) by the stockholders of more than 50% of the outstanding voting stock of the Company in a single transaction or series of related transactions. "Good Reason" shall mean a material reduction in the duties and responsibilities of the Employee or the assignment to the Employee of duties and responsibilities that are inconsistent in a material and adverse respect with his or her current position. "Ineligibility Period" shall mean that portion of the Benefit Period when the Employee is ineligible for coverage under the Company's group life or group health insurance policies. "Termination Date" shall mean the effective date of the termination of the Employee's employment with the Company. 2. Severance. --------- In the event the Employee's employment by the Company is terminated (i) without Cause by the Company or any successor or (ii) for Good Reason by the Employee, in either case within twelve (12) months following a Change in Control, the Company or its successor shall (A) pay the Employee within five days after the Termination Date a lump sum amount equal to twelve (12) times the Employee's monthly base salary in effect at the time of such termination (less applicable withholding taxes and FICA) and (B) continue to provide during the Benefit Period life and health insurance coverage to the Employee, with benefits substantially comparable to those provided to executive officers of the Company generally immediately prior to such termination. Notwithstanding the foregoing, the Company shall have the right, in lieu of providing such coverage during any Ineligibility Period, to pay the Employee an amount equal to 200% of the amount it would have cost the Company to provide such coverage during any Ineligibility Period, assuming the Employee were eligible for coverage under the Company's group insurance policies and assuming further no increase in premium costs under such policies after the commencement of any Ineligibility Period. 3. Acceleration of Vesting; Extension of Exercise Period of Stock Options. ---------------------------------------------------------------------- Upon a Change in Control, all options held by the Employee to purchase common stock of the Company shall become fully vested and immediately exercisable in full, notwithstanding any terms to the contrary contained in the stock option agreements pursuant to which such options were granted. In the event the Employee's employment by the Company is terminated (i) without Cause by the Company or any successor or (ii) for Good Reason by the Employee, in either case, within twelve (12) months following a Change in Control, all options held by the Employee to purchase common stock of the Company shall be exercisable at any time prior to the earlier of (i) the first anniversary of the date of termination of the Employee's employment with the Company and (ii) the expiration date of the option, notwithstanding any terms to the contrary contained in the stock option agreements pursuant to which such options were granted. 4. Miscellaneous. ------------- 4.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. 4.2 This Agreement may be amended or modified only by a written instrument executed by both the Company and the Employee. 2 4.3 This Agreement shall be construed, interpreted and enforced in accordance with the laws of The Commonwealth of Massachusetts. 4.4 This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns, including any corporation with which or into which the Company may be merged or which may succeed to its assets or business. 4.5 The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement. 4.6 In case any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year set forth above. ASECO CORPORATION By: ---------------------------- Title: ------------------------- EMPLOYEE ------------------------------- Mary R. Barletta 3 EX-10.25 5 SEVERANCE AGREEMENT BETWEEN ROBERT MURRAY & CO. SEVERANCE AGREEMENT ------------------- This Severance Agreement is entered into as of this 8th day of July, 1998 by and between Aseco Corporation, a Delaware corporation (the "Company"), and Robert L. Murray (the "Employee"). Recitals: -------- WHEREAS, the Employee is an executive officer of the Company; and WHEREAS, the Company and the Employee wish to provide for the payment of certain severance compensation by the Company to the Employee in the event the Employee's employment by the Company is terminated. NOW, THEREFORE, in consideration of the Employee's continued service to the Company and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Definitions. ----------- "Benefit Period" shall mean the twelve (12)-month period following the Termination Date. "Cause" shall be deemed to exist if the Board of Directors of the Company or its successor in good faith determines, after giving the Employee notice and an opportunity to be heard, that the Employee has committed an act constituting fraud, embezzlement, larceny or theft. "Change in Control" shall mean (i) the sale, lease, transfer or other disposition by the Company of all or substantially all of its assets in a single transaction or a series of related transactions; (ii) the merger or consolidation of the Company with another entity in which the stockholders of the Company immediately prior to such merger or consolidation hold less than 50% of the outstanding voting stock of the surviving or resulting corporation immediately following such transaction; or (iii) the sale or exchange (to or with any person or entity other than the Company) by the stockholders of more than 50% of the outstanding voting stock of the Company in a single transaction or series of related transactions. "Good Reason" shall mean a material reduction in the duties and responsibilities of the Employee or the assignment to the Employee of duties and responsibilities that are inconsistent in a material and adverse respect with his or her current position. "Ineligibility Period" shall mean that portion of the Benefit Period when the Employee is ineligible for coverage under the Company's group life or group health insurance policies. "Termination Date" shall mean the effective date of the termination of the Employee's employment with the Company. 2. Severance. --------- In the event the Employee's employment by the Company is terminated (i) without Cause by the Company or any successor or (ii) for Good Reason by the Employee, in either case within twelve (12) months following a Change in Control, the Company or its successor shall (A) pay the Employee within five days after the Termination Date a lump sum amount equal to twelve (12) times the Employee's monthly base salary in effect at the time of such termination (less applicable withholding taxes and FICA) and (B) continue to provide during the Benefit Period life and health insurance coverage to the Employee, with benefits substantially comparable to those provided to executive officers of the Company generally immediately prior to such termination. Notwithstanding the foregoing, the Company shall have the right, in lieu of providing such coverage during any Ineligibility Period, to pay the Employee an amount equal to 200% of the amount it would have cost the Company to provide such coverage during any Ineligibility Period, assuming the Employee were eligible for coverage under the Company's group insurance policies and assuming further no increase in premium costs under such policies after the commencement of any Ineligibility Period. 3. Acceleration of Vesting; Extension of Exercise Period of Stock Options. ---------------------------------------------------------------------- Upon a Change in Control, all options held by the Employee to purchase common stock of the Company shall become fully vested and immediately exercisable in full, notwithstanding any terms to the contrary contained in the stock option agreements pursuant to which such options were granted. In the event the Employee's employment by the Company is terminated (i) without Cause by the Company or any successor or (ii) for Good Reason by the Employee, in either case, within twelve (12) months following a Change in Control, all options held by the Employee to purchase common stock of the Company shall be exercisable at any time prior to the earlier of (i) the first anniversary of the date of termination of the Employee's employment with the Company and (ii) the expiration date of the option, notwithstanding any terms to the contrary contained in the stock option agreements pursuant to which such options were granted. 4. Miscellaneous. ------------- 4.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. 4.2 This Agreement may be amended or modified only by a written instrument executed by both the Company and the Employee. 2 4.3 This Agreement shall be construed, interpreted and enforced in accordance with the laws of The Commonwealth of Massachusetts. 4.4 This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns, including any corporation with which or into which the Company may be merged or which may succeed to its assets or business. 4.5 The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement. 4.6 In case any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year set forth above. ASECO CORPORATION By: --------------------------- Title: ------------------------ EMPLOYEE ------------------------------ Robert L. Murray 3 EX-10.26 6 SEVERANCE AGREEMENT BETWEEN ROBERT SANDBERG & CO. SEVERANCE AGREEMENT ------------------- This Severance Agreement is entered into as of this 8th day of July, 1998 by and between Aseco Corporation, a Delaware corporation (the "Company"), and Robert E. Sandberg (the "Employee"). Recitals: -------- WHEREAS, the Employee is an executive officer of the Company; and WHEREAS, the Company and the Employee wish to provide for the payment of certain severance compensation by the Company to the Employee in the event the Employee's employment by the Company is terminated. NOW, THEREFORE, in consideration of the Employee's continued service to the Company and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Definitions. ----------- "Benefit Period" shall mean the twelve (12)-month period following the Termination Date. "Cause" shall be deemed to exist if the Board of Directors of the Company or its successor in good faith determines, after giving the Employee notice and an opportunity to be heard, that the Employee has committed an act constituting fraud, embezzlement, larceny or theft. "Change in Control" shall mean (i) the sale, lease, transfer or other disposition by the Company of all or substantially all of its assets in a single transaction or a series of related transactions; (ii) the merger or consolidation of the Company with another entity in which the stockholders of the Company immediately prior to such merger or consolidation hold less than 50% of the outstanding voting stock of the surviving or resulting corporation immediately following such transaction; or (iii) the sale or exchange (to or with any person or entity other than the Company) by the stockholders of more than 50% of the outstanding voting stock of the Company in a single transaction or series of related transactions. "Good Reason" shall mean a material reduction in the duties and responsibilities of the Employee or the assignment to the Employee of duties and responsibilities that are inconsistent in a material and adverse respect with his or her current position. "Ineligibility Period" shall mean that portion of the Benefit Period when the Employee is ineligible for coverage under the Company's group life or group health insurance policies. "Termination Date" shall mean the effective date of the termination of the Employee's employment with the Company. 2. Severance. --------- In the event the Employee's employment by the Company is terminated (i) without Cause by the Company or any successor or (ii) for Good Reason by the Employee, in either case within twelve (12) months following a Change in Control, the Company or its successor shall (A) pay the Employee within five days after the Termination Date a lump sum amount equal to twelve (12) times the Employee's monthly base salary in effect at the time of such termination (less applicable withholding taxes and FICA) and (B) continue to provide during the Benefit Period life and health insurance coverage to the Employee, with benefits substantially comparable to those provided to executive officers of the Company generally immediately prior to such termination. Notwithstanding the foregoing, the Company shall have the right, in lieu of providing such coverage during any Ineligibility Period, to pay the Employee an amount equal to 200% of the amount it would have cost the Company to provide such coverage during any Ineligibility Period, assuming the Employee were eligible for coverage under the Company's group insurance policies and assuming further no increase in premium costs under such policies after the commencement of any Ineligibility Period. 3. Acceleration of Vesting; Extension of Exercise Period of Stock Options. ---------------------------------------------------------------------- Upon a Change in Control, all options held by the Employee to purchase common stock of the Company shall become fully vested and immediately exercisable in full, notwithstanding any terms to the contrary contained in the stock option agreements pursuant to which such options were granted. In the event the Employee's employment by the Company is terminated (i) without Cause by the Company or any successor or (ii) for Good Reason by the Employee, in either case, within twelve (12) months following a Change in Control, all options held by the Employee to purchase common stock of the Company shall be exercisable at any time prior to the earlier of (i) the first anniversary of the date of termination of the Employee's employment with the Company and (ii) the expiration date of the option, notwithstanding any terms to the contrary contained in the stock option agreements pursuant to which such options were granted. 4. Miscellaneous. ------------- 4.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. 4.2 This Agreement may be amended or modified only by a written instrument executed by both the Company and the Employee. 2 4.3 This Agreement shall be construed, interpreted and enforced in accordance with the laws of The Commonwealth of Massachusetts. 4.4 This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns, including any corporation with which or into which the Company may be merged or which may succeed to its assets or business. 4.5 The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement. 4.6 In case any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year set forth above. ASECO CORPORATION By: --------------------------- Title: ------------------------ EMPLOYEE ------------------------------ Robert E. Sandberg 3 EX-10.27 7 SEVERANCE AGREEMENT BETWEEN RICHARD SIDELL & CO. SEVERANCE AGREEMENT ------------------- This Severance Agreement is entered into as of this 21st day of October, 1998 by and between Aseco Corporation, a Delaware corporation (the "Company"), and Richard S. Sidell (the "Employee"). Recitals: -------- WHEREAS, the Employee is an executive officer of the Company; and WHEREAS, the Company and the Employee wish to provide for the payment of certain severance compensation by the Company to the Employee in the event the Employee's employment by the Company is terminated. NOW, THEREFORE, in consideration of the Employee's continued service to the Company and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Definitions. ----------- "Benefit Period" shall mean the twelve (12)-month period following the Termination Date. "Cause" shall be deemed to exist if the Board of Directors of the Company or its successor in good faith determines, after giving the Employee notice and an opportunity to be heard, that the Employee has committed an act constituting fraud, embezzlement, larceny or theft. "Change in Control" shall mean (i) the sale, lease, transfer or other disposition by the Company of all or substantially all of its assets in a single transaction or a series of related transactions; (ii) the merger or consolidation of the Company with another entity in which the stockholders of the Company immediately prior to such merger or consolidation hold less than 50% of the outstanding voting stock of the surviving or resulting corporation immediately following such transaction; or (iii) the sale or exchange (to or with any person or entity other than the Company) by the stockholders of more than 50% of the outstanding voting stock of the Company in a single transaction or series of related transactions. "Good Reason" shall mean a material reduction in the duties and responsibilities of the Employee or the assignment to the Employee of duties and responsibilities that are inconsistent in a material and adverse respect with his or her current position. "Ineligibility Period" shall mean that portion of the Benefit Period when the Employee is ineligible for coverage under the Company's group life or group health insurance policies. "Termination Date" shall mean the effective date of the termination of the Employee's employment with the Company. 2. Severance. --------- In the event the Employee's employment by the Company is terminated (i) without Cause by the Company or any successor or (ii) for Good Reason by the Employee, in either case within twelve (12) months following a Change in Control, the Company or its successor shall (A) pay the Employee within five days after the Termination Date a lump sum amount equal to twelve (12) times the Employee's monthly base salary in effect at the time of such termination (less applicable withholding taxes and FICA) and (B) continue to provide during the Benefit Period life and health insurance coverage to the Employee, with benefits substantially comparable to those provided to executive officers of the Company generally immediately prior to such termination. Notwithstanding the foregoing, the Company shall have the right, in lieu of providing such coverage during any Ineligibility Period, to pay the Employee an amount equal to 200% of the amount it would have cost the Company to provide such coverage during any Ineligibility Period, assuming the Employee were eligible for coverage under the Company's group insurance policies and assuming further no increase in premium costs under such policies after the commencement of any Ineligibility Period. 3. Acceleration of Vesting; Extension of Exercise Period of Stock Options. ---------------------------------------------------------------------- Upon a Change in Control, all options held by the Employee to purchase common stock of the Company shall become fully vested and immediately exercisable in full, notwithstanding any terms to the contrary contained in the stock option agreements pursuant to which such options were granted. In the event the Employee's employment by the Company is terminated (i) without Cause by the Company or any successor or (ii) for Good Reason by the Employee, in either case, within twelve (12) months following a Change in Control, all options held by the Employee to purchase common stock of the Company shall be exercisable at any time prior to the earlier of (i) the first anniversary of the date of termination of the Employee's employment with the Company and (ii) the expiration date of the option, notwithstanding any terms to the contrary contained in the stock option agreements pursuant to which such options were granted. 4. Miscellaneous. ------------- 4.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. 4.2 This Agreement may be amended or modified only by a written instrument executed by both the Company and the Employee. 2 4.3 This Agreement shall be construed, interpreted and enforced in accordance with the laws of The Commonwealth of Massachusetts. 4.4 This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns, including any corporation with which or into which the Company may be merged or which may succeed to its assets or business. 4.5 The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement. 4.6 In case any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year set forth above. ASECO CORPORATION By: --------------------------- Title: ------------------------ EMPLOYEE ------------------------------ Richard S. Sidell 3 EX-10.28 8 SEVERANCE AGREEMENT BETWEEN PHILLIP VILLARI & CO. SEVERANCE AGREEMENT ------------------- This Severance Agreement is entered into as of this 8th day of July, 1998 by and between Aseco Corporation, a Delaware corporation (the "Company"), and Philip Villari (the "Employee"). Recitals: -------- WHEREAS, the Employee is an executive officer of the Company; and WHEREAS, the Company and the Employee wish to provide for the payment of certain severance compensation by the Company to the Employee in the event the Employee's employment by the Company is terminated. NOW, THEREFORE, in consideration of the Employee's continued service to the Company and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Definitions. ----------- "Benefit Period" shall mean the twelve (12)-month period following the Termination Date. "Cause" shall be deemed to exist if the Board of Directors of the Company or its successor in good faith determines, after giving the Employee notice and an opportunity to be heard, that the Employee has committed an act constituting fraud, embezzlement, larceny or theft. "Change in Control" shall mean (i) the sale, lease, transfer or other disposition by the Company of all or substantially all of its assets in a single transaction or a series of related transactions; (ii) the merger or consolidation of the Company with another entity in which the stockholders of the Company immediately prior to such merger or consolidation hold less than 50% of the outstanding voting stock of the surviving or resulting corporation immediately following such transaction; or (iii) the sale or exchange (to or with any person or entity other than the Company) by the stockholders of more than 50% of the outstanding voting stock of the Company in a single transaction or series of related transactions. "Good Reason" shall mean a material reduction in the duties and responsibilities of the Employee or the assignment to the Employee of duties and responsibilities that are inconsistent in a material and adverse respect with his or her current position. "Ineligibility Period" shall mean that portion of the Benefit Period when the Employee is ineligible for coverage under the Company's group life or group health insurance policies. "Termination Date" shall mean the effective date of the termination of the Employee's employment with the Company. 2. Severance. --------- In the event the Employee's employment by the Company is terminated (i) without Cause by the Company or any successor or (ii) for Good Reason by the Employee, in either case within twelve (12) months following a Change in Control, the Company or its successor shall (A) pay the Employee within five days after the Termination Date a lump sum amount equal to twelve (12) times the Employee's monthly base salary in effect at the time of such termination (less applicable withholding taxes and FICA) and (B) continue to provide during the Benefit Period life and health insurance coverage to the Employee, with benefits substantially comparable to those provided to executive officers of the Company generally immediately prior to such termination. Notwithstanding the foregoing, the Company shall have the right, in lieu of providing such coverage during any Ineligibility Period, to pay the Employee an amount equal to 200% of the amount it would have cost the Company to provide such coverage during any Ineligibility Period, assuming the Employee were eligible for coverage under the Company's group insurance policies and assuming further no increase in premium costs under such policies after the commencement of any Ineligibility Period. 3. Acceleration of Vesting; Extension of Exercise Period of Stock Options. ---------------------------------------------------------------------- Upon a Change in Control, all options held by the Employee to purchase common stock of the Company shall become fully vested and immediately exercisable in full, notwithstanding any terms to the contrary contained in the stock option agreements pursuant to which such options were granted. In the event the Employee's employment by the Company is terminated (i) without Cause by the Company or any successor or (ii) for Good Reason by the Employee, in either case, within twelve (12) months following a Change in Control, all options held by the Employee to purchase common stock of the Company shall be exercisable at any time prior to the earlier of (i) the first anniversary of the date of termination of the Employee's employment with the Company and (ii) the expiration date of the option, notwithstanding any terms to the contrary contained in the stock option agreements pursuant to which such options were granted. 4. Miscellaneous. ------------- 4.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. 4.2 This Agreement may be amended or modified only by a written instrument executed by both the Company and the Employee. 2 4.3 This Agreement shall be construed, interpreted and enforced in accordance with the laws of The Commonwealth of Massachusetts. 4.4 This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns, including any corporation with which or into which the Company may be merged or which may succeed to its assets or business. 4.5 The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement. 4.6 In case any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year set forth above. ASECO CORPORATION By: --------------------------- Title: ------------------------ EMPLOYEE ------------------------------ Philip Villari 3 EX-10.29 9 AMENDMENT TO SEVERANCE AGREEMENT ASECO CORPORATION 500 Donald Lynch Boulevard Marlboro, MA 01752 August 11, 1998 Mr. Sebastian J. Sicari 35 Townsend Farms Road Boxford, MA 01921 Re: Stock Options ------------- Dear Sebastian: On behalf of the Compensation Committee of the Board of Directors of Aseco Corporation (the "Company") please accept this letter as confirmation that, notwithstanding the terms of the stock option agreements pursuant to which your options to purchase common stock of the Company were granted (Schedule A ---------- attached lists your stock options), in the event your employment with the Company is terminated for any reason except for cause (as defined in your Severance Agreement with the Company dated as of December 30, 1996), each of your options shall be exercisable at any time prior to the earlier of (i) the third anniversary of the date your employment with the Company terminates or (ii) the expiration date of the option. Sincerely yours, -------------------------------------- Dr. Sheldon Buckler Chairman of the Compensation Committee SCHEDULE A ----------
Grant Date Number of Shares Exercise Price Expiration Date - ------------ ------------------ ---------------- ----------------- 01/12/94 75,000 $ 5.375 01/12/2004 05/15/95 10,000 $13.00 05/15/2005 08/23/96 67,500 $10.375 08/23/96 10/18/96 22,500 $ 9.875 10/18/2006 05/10/97 25,000 $ 9.875 05/10/2007 08/11/98 60,000 $ 3.16 08/11/2008
EX-27 10 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ASECO CORPORATION CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE QUARTER ENDED SEPTEMBER 27, 1998. 1,000 3-MOS MAR-28-1999 JUN-29-1998 SEP-27-1998 5,207 0 6,146 770 11,969 3,123 8,628 5,350 29,748 10,178 0 0 0 38 18,929 29,748 4,395 4,395 3,641 3,641 0 0 54 (3,917) (347) (3,570) 0 0 0 (3,570) (.96) (.96)
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