-----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, RYs+eByvAvS72Ud2zjW2+aXkdQXQmkWTYcNAeRiOsAP2IG2ea4Boqah7gPlT4V9G oF1h8K9FIex8cNNx9X9zCg== 0000904900-97-000020.txt : 19970730 0000904900-97-000020.hdr.sgml : 19970730 ACCESSION NUMBER: 0000904900-97-000020 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970729 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERG ELECTRONICS CORP /DE/ CENTRAL INDEX KEY: 0000904900 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] IRS NUMBER: 752451903 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-62550-01 FILM NUMBER: 97646678 BUSINESS ADDRESS: STREET 1: 101 S HANLEY RD CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3147261323 MAIL ADDRESS: STREET 1: 101 S HANLEY RD STREET 2: STE 400 CITY: ST LOUIS STATE: MO ZIP: 63105 FORMER COMPANY: FORMER CONFORMED NAME: BERG ELECTRONICS CORP /DE/ DATE OF NAME CHANGE: 19951120 10-Q 1 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1997 - ------------------------------------------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ---------------------- - ----------------------- 1-14080 (Commission File Number) Berg Electronics Corp. (Exact name of Registrant as specified in charter) Delaware (State or other jurisdiction of incorporation or organization) 75-2451903 (I.R.S. Employer Identification No.) 101 South Hanley Road St. Louis, MO 63105 (314) 726-1323 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
Outstanding at Class July 25, 1997 Common Stock 19,151,080 Class A Common Stock 1,384,291
BERG ELECTRONICS CORP. & SUBSIDIARIES INDEX
PART I - FINANCIAL INFORMATION Page Berg Electronics Corp. & Subsidiaries Condensed Consolidated Balance Sheets as of June 30, 1997 and December 31, 1996............................................... 4 Condensed Consolidated Statements of Operations for the three and six months ended June 30, 1997 and 1996......................... 5 Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 1997 and 1996................................. 6 Notes to Condensed Consolidated Financial Statements.................. 7 Management's Discussion and Analysis of Financial Condition and Results of Operations................................................. 9 PART II - OTHER INFORMATION............................................... 11 SIGNATURES................................................................ 12 EXHIBIT 10.1 - INCENTIVE COMPENSATION PLAN................................................................. 14 EXHIBIT 11 - COMPUTATION OF NET EARNINGS (LOSS) PER SHARE................. 17
BERG ELECTRONICS CORP. & SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)
June 30, December 31, 1997 1996 ASSETS (Unaudited) Current assets: Cash and cash equivalents..................... $ 12,273 $ 8,999 Accounts receivable, net ..................... 126,098 104,134 Inventories................................... 95,292 91,823 Prepaid expenses and other.................... 18,850 13,935 Total current assets........................ 252,513 218,891 Property, plant and equipment, net............ 258,119 259,905 Intangibles and other assets.................. 191,202 203,211 Total assets................................ $701,834 $682,007 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current maturities of long-term obligations... $ 37,662 $ 33,912 Accounts payable.............................. 68,705 60,822 Accrued liabilities........................... 87,563 82,997 Total current liabilities................... 193,930 177,731 Long-term obligations, less current maturities.. 324,008 324,646 Other long-term liabilities..................... 40,450 40,738 Stockholders' equity: Contributed capital........................... 116,583 116,504 Retained earnings............................. 38,327 19,836 Cumulative translation adjustments............ (11,464) 2,552 Total stockholders' equity.................. 143,446 138,892 Total liabilities and stockholders' equity.. $701,834 $682,007
[FN] See accompanying notes to the condensed consolidated financial statements. BERG ELECTRONICS CORP. & SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited)
Three Months Ended Six Months Ended June 30,______ June 30,_______ 1997___ 1996___ 1997___ 1996___ Net sales..................... $202,505 $178,063 $391,016 $358,181 Operating expenses: Cost of goods sold.......... 130,722 116,132 251,341 234,336 Selling, general and Administrative............ 43,253 39,309 85,277 80,523 Amortization and other...... 4,264 3,249 8,540 6,492 Operating income.............. 24,266 19,373 45,858 36,830 Other income (expense): Interest expense............ (6,800) (6,818) (13,687) (14,648) Amortization of deferred Financing costs........... (759) (716) (1,518) (1,972) Other, net.................. (572) 639 (460) 1,525 Income before income tax Provision and extraordinary items....................... 16,135 12,478 30,193 21,735 Income tax provision.......... 6,290 4,866 11,702 8,568 Income before extraordinary items....................... 9,845 7,612 18,491 13,167 Extraordinary items - losses on early extinguishment of debt, net of income tax benefit of $12,443.......... _____-- -- -- (18,664) Net income (loss)............ 9,845 7,612 18,491 (5,497) Preferred stock: Accretion and dividends..... -- -- -- (5,469) Excess of fair value over book value of redemption and purchase............... -- -- -- (21,866) Net income (loss) applicable to common shares............. $ 9,845 $ 7,612 $ 18,491 $(32,832) Net income (loss) per common share before extraordinary items....................... $ 0.47 $ 0.37 $ 0.89 $ (0.79) Net income (loss) per common share....................... $ 0.47 $ 0.37 $ 0.89 $ (1.82)
[FN] See accompanying notes to the condensed consolidated financial statements. BERG ELECTRONICS CORP. & SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)
Six Months Ended June 30, 1997 1996 Cash flows provided by (used in) operating activities: Net income (loss).................................. $ 18,491 $ (5,497) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Extraordinary items............................ -- 31,107 Depreciation................................... 23,318 22,872 Amortization and other non-cash charges ....... 10,058 8,464 Change in assets and liabilities: Accounts receivable.......................... (26,575) (2,858) Inventories.................................. (5,966) (18,903) Prepaid expenses and other................... (5,999) (3,195) Accounts payable............................. 9,019 1,560 Accrued and other liabilities................ 7,351 2,844 Other, net................................... (1,098) (12,652) Net cash from operating activities................... 28,599 23,742 Cash flows provided by (used in) investing activities: Capital expenditures, net........................ (27,853) (28,629) Net cash from investing activities............... (27,853) (28,629) Cash flows provided by (used in) financing activities: Proceeds from issuance of long-term obligations.. 69,833 364,831 Repayment of long-term obligations............... (67,127) (346,152) Proceeds from issuance of common stock........... 79 -- Equity proceeds.................................. -- 147,033 Redemption and purchase of preferred stock....... -- (143,005) Financing costs.................................. -- (25,208) Net cash from financing activities................... 2,785 (2,501) Effect of exchange rate changes on cash.............. (257) (170) Net change in cash and cash equivalents.............. 3,274 (7,558) Cash and cash equivalents at beginning of the period. 8,999 19,601 Cash and cash equivalents at end of the period....... $ 12,273 $ 12,043
[FN] See accompanying notes to the condensed consolidated financial statements. BERG ELECTRONICS CORP. & SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share data) (Unaudited) 1. BASIS OF PRESENTATION Unaudited Interim Condensed Consolidated Financial Statements The unaudited interim condensed consolidated financial statements reflect all adjustments consisting only of normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of financial position and results of operations. The results for the three and six months ended June 30, 1997, are not necessarily indicative of the results that may be expected for a full fiscal year. Statement of Cash Flows Interest paid for the six months ended June 30, 1997 and 1996, is approximately $13,800 and $14,500, respectively. Income taxes paid for the six months ended June 30, 1997 and 1996, are approximately $1,400 and $3,300, respectively. 2. INVENTORIES The composition of inventories at June 30, 1997, is as follows: Raw materials ............................................ $ 31,314 Work-in-process .......................................... 31,700 Finished goods ........................................... 32,278 Total $ 95,292
The carrying value of inventories valued at LIFO, at June 30, 1997, is approximately $39,500 and its current cost is approximately $31,700. 3. RECENT DEVELOPMENTS In February 1997, the Financial Accounting Standards Board Adopted SFAS No. 128, Earnings Per Share, which establishes standards for computing and presenting earnings per share. SFAS No. 128 is effective for financial statements issued for periods ending after December 15, 1997. Early adoption is not permitted. The effect of the adoption of SFAS No. 128 will not have a significent impact on earnings per share for the quarters and periods ended June 30, 1997 and 1996 as show in the tables below.
Three Months Ended June 30, --------------------------- 1997 1996 -------------- ------------ Basic Earnings Per Share: Income before extraordinary items.......................................... $ 0.48 $ 0.37 Net income................................................................. $ 0.48 $ 0.37 Diluted Earnings Per Share: Income before extraordinary items.......................................... $ 0.47 $ 0.37 Net income................................................................. $ 0.47 $ 0.37
Six Months Ended June 30, --------------------------- 1997 1996 -------------- ------------ Basic Earnings (Loss) Per Share: Income (loss) before extraordinary items................................... $ 0.90 $ (0.79) Net income (loss).......................................................... $ 0.90 $ (1.82) Diluted Earnings (Loss) Per Share: Income (loss) before extraordinary items................................... $ 0.89 $ (0.79) Net income (loss).......................................................... $ 0.89 $ (1.82)
Basic earnings (loss) per common share were computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per common share for the quarter ended June 30, 1996, included the effect of conversions of options; for the six months ended June 30, 1996, diluted earnings (loss) per common share did not include the effect of conversions of options, as the effect was antidilutive. For the quarter and six months ended June 30, 1997, diluted earnings per share were determined on the assumption that the options issued and outstanding were exercised as of the beginning of the period. For the six months ended June 30, 1996, basic and diluted loss per share for extraordinary items was $(1.04). MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Three Months Ended June 30, 1997 Compared to Three Months Ended June 30, 1996 Net sales for the three months ended June 30, 1997 were $202.5 million, representing a $24.4 million, or 13.7%, increase from the comparable period in 1996. North American sales represented approximately 48% of consolidated sales and increased $2.1 million, or 2.1%, in the second quarter of 1997 compared to the second quarter of 1996. This increase was due primarily to strong mobile, telecom, datacom and networking demand, and a broadening customer base. The increase was offset somewhat by the transfer of certain customer programs to the Company's European and Asian locations in 1997, compared to U.S. sales sources for these programs in 1996. Sales in Europe represented approximately 29% of consolidated sales for the quarter ended June 30, 1997, and increased by $20.0 million, or 52.2%, due in part to the acquisition of the captive connector business of Ericsson Telecom AB on December 31, 1996, in part to greater demand for the Company's products in most end-user and geographic markets, and in part to the transfer of certain customer programs to European sources in 1997 compared to U.S. sales sources for these programs in 1996. These increases were partially offset by unfavorable effects of currency changes between years. Sales in Asia Pacific made up approximately 23% of consolidated sales for the second quarter of 1997 and increased $2.4 million, or 5.5%, over the same quarter in 1996. The improvement in Asia Pacific was primarily due to increased demand for the Company's products in end-user markets (computers and telecommunications) and in part to the transfer of certain customer programs to Asian sources in 1997 compared to U.S. sales sources for these programs in 1996. These increases were partially offset by the unfavorable effects of currency changes between years, primarily in Japan and Korea. Changing currencies adversely impacted sales reported in both Europe and Asia, reducing sales in those regions by approximately 10.4% on a combined basis, in the second quarter of 1997 compared to the second quarter of 1996. Due primarily to increased sales volume, cost of goods sold increased by $14.6 million, or 12.6%, over the comparable period in 1996. The increase was partially offset by the favorable impact of the stronger U.S. dollar against currencies in Europe and Asia. Cost of goods sold as a percent of sales improved to 64.6% in the second quarter of 1997 from 65.2% in the second quarter of 1996, primarily as a result of improved product sales mix and the Company's cost reduction and containment activities, and partially as a result of the spreading of fixed costs over a higher sales volume. Due primarily to increased sales volumes, selling, general and administrative expenses for the three months ended June 30, 1997, increased by $3.9 million, or 10.0%, over the comparable period in 1996, but as a percentage of sales decreased from 22.1% to 21.4% due in part to cost reduction and containment activities and also to the spreading of the fixed components of such expenses over a higher sales volume. Other expenses increased $1.2 million from $6.9 million in the second quarter of 1996 to $8.1 million in the second quarter of 1997, due primarily to currency gains in the second quarter of 1996 that did not recur in 1997. Six Months Ended June 30, 1997 Compared to Six Months Ended June 30, 1996 Net sales for the six months ended June 30, 1997 were $391.0 million, representing a $32.8 million, or 9.2%, increase from the comparable period in 1996. North American sales decreased $2.8 million, or 1.4%, in the first six months of 1997 compared to the comparable period in 1996. This decrease was due primarily to the transfer of certain customer programs to the Company's European and Asian sites in 1997 compared to U.S. sales sources for these programs in 1996. Increased sales as a result of further penetration of the U.S. distribution market were offset by order delays in telecom segment and weakness in high-end data market. Sales in Europe increased by $30.5 million, or 38.3%, due in part to the acquisition of the captive connector business of Ericsson Telecom AB on December 31, 1996, in part to greater demand for the Company's products in most end-user and geographic markets, and in part to the transfer of certain customer programs to European sources in 1997 compared to U.S. sales sources for these programs in 1996. These increases were partially offset by unfavorable effect of currency changes between years. Sales in Asia Pacific increased $5.2 million, or 6.2%. The improvement in Asia Pacific was primarily due to increased demand in the Company's major end-user markets (computers and telecommunications) and in part to transfer of certain customer programs to Asian sources in 1997 compared to U.S. sales sources for these programs in 1996. Changing currencies adversely impacted sales recorded in Europe and Asia, reducing sales by approximately 9.1% on a combined basis in the first half of 1997 compared to the first half of 1996. Due primarily to increased sales volume, cost of goods sold increased by $17.0 million, or 7.3%, over the comparable period in 1996. As a result of cost containment and reduction activities and the spreading of fixed costs over high sales volume, cost of goods sold as a percent of sales improved to 64.3% in the first half of 1997 from 65.4% for the comparable period in 1996. Due primarily to increased sales volume, selling, general and administrative expenses increased by $4.8 million, or 6.0%, over the comparable period in 1996, but as a percentage of sales decreased from 22.5% to 21.8% in the first half of 1997 due in part to cost reduction and containment activities and also to the spreading of the fixed components of such expenses over a higher sales volume. Other expenses increased $0.6 million from $15.1 million in the first half of 1996 to $15.7 million in the first half of 1997 due primarily to changing currencies resulting in $0.2 million in gains in the first half of 1997 as compared to $2.5 million in gains in the first half of 1996 offset by reduced interest expense and amortization of financing costs in 1997 due to the credit facility (the "Credit Facility") entered into in February 1996 containing lower interest rates and financing costs than the previous credit agreement. Liquidity and Capital Resources Net cash provided by operating activities was $28.6 million for the six months ended June 30, 1997, which compared to $23.7 million provided by operating activities for the comparable period in 1996. This fluctuation was primarily due to increased earnings. Net cash used in investing activities was $27.9 million for the six months ended June 30, 1997, compared to net cash used of $28.6 million for the six months ended June 30, 1996. The net cash used in investing activities for the first six months of 1996 included construction costs of the Huntingdon County facility, and for the first six months of 1997 and 1996, the remainder represents capital expenditures. Cash provided by financing activities was $2.8 million for the six months ended June 30, 1997, compared to cash used by financing activities $2.5 million for the comparable period in 1996. The source of cash in 1997 represented net borrowings under the Credit Facility. The use of cash in 1996 represented proceeds from the Company's Credit Facility and initial public offering, offset by funds used to (i) repay the Company's previous credit agreement, (ii) redeem and purchase all outstanding Preferred Stock, (iii) redeem and purchase all outstanding Debentures and, (iv) pay financing costs related to the aforementioned transactions. PART II. OTHER INFORMATION Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) The Annual Meeting of Stockholders was held on Monday, May 12, 1997. (b) Not applicable. (c) The following matters were submitted to and approved by the stockholders: (i) The Berg Electronics Corp. Senior Executive Incentive Compensation Plan (the "Incentive Compensation Plan") as prepared and adopted by the Compensation Committee of the Board of Directors. The votes were cast as follows: For - 18,046,919; Against - 86,094; Abstentions and broker non-votes - 3,715. (ii) The election of two class II directors, Charles W. Tate and Timothy L. Conlon, each for a three year term expiring in the year 2000. For Charles W. Tate, the votes were cast as follows: For - 18,022,363, Against - 0; Abstentions and broker non-votes - 114,365. For Timothy L. Conlon, the votes were cast as follows: For - 18,022,363, Against - 0; Abstentions and broker non-votes - 114,365. Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Filed as Part of this Report
Exhibit No. Description of Exhibit ------------ 3.1 Certificate of Elimination of Series B Preferred Stock and Series D Preferred Stock of Berg Electronics Corp., dated September 11, 1996.(3) 3.2 [Item intentionally omitted.] 3.3 Certificate of Incorporation of Berg Electronics Corp. f/k/a Berg Electronics Group, Inc.; f/k/a Berg Electronics Holdings Corp.; f/k/a Berg CS Holdings, Inc., together with amendments thereto.(1) 3.4 Certificate of Amendment to Certificate of Incorporation, dated February 29, 1996, of Berg Electronics Corp. (2) 3.5 Bylaws of Berg Electronics Corp. (1) 10.1** Berg Electronics Corp. 1997 Senior Executive Incentive Compensation Plan.* 11.0 Computation of Net Earnings (Loss) Per Share.* 27.0 Financial Data Schedule.*
[FN] (1) Filed previously as an exhibit to the Registration Statement of Berg Electronics Corp. on Form S-1, Registration No. 33-98240, and incorporated by reference herein. (2) Filed previously as an exhibit to the Berg Electronics Corp. Form 10-K for the fiscal year ended December 31, 1995, and incorporated by reference herein. (3) Filed previously as an exhibit to the Berg Electronics Corp. Forms 10-Q and 10-Q/A for the quarter ended March 31, 1997, and incorporated by reference herein. * Filed herewith. ** Indicates a management contract or compensatory plan or arrangement. (b) Reports on Form 8-K. None [/FN] SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ......... BERG ELECTRONICS CORP. Dated: July 28, 1997 By: /s/ JOSEPH S. CATANZARO ____________________________________ Name: Joseph S. Catanzaro Title: Chief Accounting Officer EX-27.1 2
5 This Schedule contains summary financial information extracted from the financial statements contained in the body of the accompanying Form 10-Q and is qualified in its entirety by reference to such financial statements. 1,000 6-MOS DEC-31-1996 JUN-30-1997 12,273 0 129,942 3,844 95,292 252,513 404,469 146,350 701,834 193,930 324,008 0 0 0 143,446 701,834 391,016 391,016 251,341 251,341 917 314 13,687 30,193 11,702 18,491 0 0 0 18,491 0.89 0.89
EX-10.1 3
Exhibit No. Description of Exhibit ------------ 3.1 Certificate of Elimination of Series B Preferred Stock and Series D Preferred Stock of Berg Electronics Corp., dated September 11, 1996.(3) 3.2 [Item intentionally omitted.] 3.3 Certificate of Incorporation of Berg Electronics Corp. f/k/a Berg Electronics Group, Inc.; f/k/a Berg Electronics Holdings Corp.; f/k/a Berg CS Holdings, Inc., together with amendments thereto.(1) 3.4 Certificate of Amendment to Certificate of Incorporation, dated February 29, 1996, of Berg Electronics Corp.(2) 3.5 Bylaws of Berg Electronics Corp.(1) 10.1** Berg Electronics Corp. 1997 Senior Executive Incentive Compensation Plan.* 11.0 Computation of Net Earnings (Loss) Per Share.* 27.0 Financial Data Schedule.*
[FN] (1) Filed previously as an exhibit to the Registration Statement of Berg Electronics Corp. on Form S-1, Registration No. 33-98240, and incorporated by reference herein. (2) Filed previously as an exhibit to the Berg Electronics Corp. Form 10-K for the fiscal year ended December 31, 1995, and incorporated by reference herein. (3) Filed previously as an exhibit to the Berg Electronics Corp. Forms 10-Q and 10-Q/A for the quarter ended March 31, 1997, and incorporated by reference herein. * Filed herewith. ** Indicates a management contract or compensatory plan or arrangement. EXHIBIT 10.1 BERG ELECTRONICS CORP. SENIOR EXECUTIVE INCENTIVE COMPENSATION PLAN SECTION I Purpose 1.1 Purpose. The purposes of this Plan are to encourage outstanding performances from the senior executives of Berg Electronics Corp. (the "Corporation") to attract and retain exceptional senior executives and to provide a direct incentive to the Participants (as hereinafter defined) to achieve the Corporation's strategic and financial goals. SECTION 2 Administration 2.1 The Plan shall be administered by the Compensation and Stock Option Committee of the Board of Directors of the Corporation (the "Committee") consisting of not less than two directors of the Corporation who shall be appointed by the Board of Directors. No person shall serve as a member of the Committee unless at the time of his appointment and service he shall be an "outside director" for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). 2.2 The Committee shall interpret the Plan, prescribe, amend and rescind rules relating to the Plan (including rules and procedures for establishing a performance goal in accordance with the requirements of Section 162(m) of the Code relating to performance-based compensation), select eligible Participants, grant incentive awards thereto, and take all other actions necessary for the administration of the Plan, which actions shall be final and binding upon all Participants. SECTION 3 Participants 3.1 Participants. The Committee shall determine and designate the senior executives who are eligible to receive awards under the Plan ("Participants"). Directors of the Corporation who are full-time executives of the Corporation may be eligible to participate in the Plan. The Committee shall designate Participants from among the group of individuals who hold the following positions within the Corporation: Chairman Vice Chairman Chief Executive Officer (if different from the Chairman) President Chief Operating Officer (if different from the President) Chief Financial Officer Chief Accounting Officer Senior Vice Presidents Secretary/General Counsel Executive Vice Presidents Vice Presidents SECTION 4 Performance Goal 4.1 Performance Period. The term "Performance Period" as used in this Plan shall mean the period of twelve consecutive months beginning on January 1 and ending on December 31. 4.2 Performance Goal: (A) The Committee shall establish performance goals applicable to a particular Performance Period in writing within 90 days of the commencement of a relevant Performance Period, provided, however, that such goals may be established after the commencement of the Performance Period but while the outcome of the performance goals are substantially uncertain. (B) The performance goal applicable to a Performance Period shall be earnings per share. (C) The Committee shall determine the target level of performance that must be achieved in order for performance goals to be treated as attained. SECTION 5 Individual Awards 5.1 Performance Goal Certification. The Committee shall make an award to a Participant only in the event the Committee certifies in writing prior to payment of the award that the performance goal under which the award is to be paid has been attained. Under no circumstances shall an award by payable under this Plan if the performance goal for a particular Performance Period is not obtained. 5.2 Unsatisfactory Performances. A Participant's performance must be satisfactory, regardless of Corporation performance, before he/she may be granted an incentive award. 5.3 New Employee, or Retirement, Permanent Disability, Death, or Termination of Employment. In the event the performance goal for a Performance Period is attained, the Committee, in its discretion, may grant all or such portion of an incentive award for the year as it deems advisable to a Participant (or his Beneficiary in the case of his death) who is employed or who is promoted to a senior executive position covered by this Plan during the year, or whose employment is terminated during the Performance Period because of his retirement, death, resignation or discharge, or who suffers a permanent disability. 5.4 Maximum Award. In no event may any incentive award with respect to a particular Performance Period exceed 200% of a Participant's base earnings during such Performance Period. SECTION 6 Payment of Incentive Awards 6.1 Immediate Payment. Each Participant shall be paid the entire amount of the incentive award in cash as soon as practicable following the grant of the award by the Committee. SECTION 7 Plan Administration 7.1 Beneficiary. The term "Beneficiary" shall mean the person or persons to whom payments are to be paid pursuant to the terms of the Plan in the event of the Participant's death. The designation shall be on a form provided by the Committee, executed by the Participant, and delivered to the Committee. A Participant may change his beneficiary designation at any time. 7.2 Permanent Disability. For purposes of the Plan, a permanent disability shall mean a disability which would qualify a Participant to receive benefits under the Berg Electronics Corp. Long-Term Disability Plan (after satisfying the elimination period thereunder) as now or hereafter in effect. 7.3 Withholding Taxes. All required federal, state and local withholding shall be made from payments of incentive award as required by law. 7.4 Non-Assignment. The right of a Participant or Beneficiary to the payment of any incentive awards under the Plan may not be assigned, transferred, pledged, or encumbered nor shall such right or other interests be subject to attachment, garnishment, execution or other legal process. 7.5 No Right to Continued Employment. Nothing in the Plan shall be construed to confer upon any Participant any right to continue employment with the Corporation, nor interfere in any way with the right of the Corporation or a subsidiary to terminate the employment of such Participant at any time without assigning any reason therefor. 7.6 Termination and Amendment. The Committee may from time to time amend, suspend or terminate the Plan, in whole or in part, including, but not limited to, any amendment necessary to ensure that the Corporation may obtain any required regulatory approvals, and if the Plan is suspended or terminated, the Committee may reinstate any or all of its provisions. No amendment, suspension or termination may impair the right of a Participant or his designated Beneficiary to receive the performance incentive award accrued prior to the later of the date of adoption or the effective date of such amendment, suspension or termination. 7.7 Applicable Law. The Plan shall be construed and governed in accordance with the laws of the state of Missouri. EX-11 4 EXHIBIT 11 Berg Electronics Corp. COMPUTATION OF NET EARNINGS (LOSS) PER SHARE Primary Earnings (Loss) per Share:
Three Months Ended Six Months Ended June 30,_________ June30,__ ________ 1997_____ 1996_____ 1997_____ 1996_____ Net income (loss) applicable to common shares.... $ 9,845,000 $ 7,612,000 $18,491,000 $(32,832,000) Average number of common shares outstanding...... 20,518,972 20,471,038 20,514,332 17,990,681 Assumed exercise of options (treasury stock method).... 268,132 292,449 262,642 -- Shares for primary computation...... 20,787,184 20,763,487 20,776,974 17,990,681 Net earnings (loss) per share........ $ 0.47 $ 0.37 $ 0.89 $ (1.82)
Fully Diluted Earnings (Loss) per Share:
Three Months Ended Six Months Ended June 30,_________ June 30,____ ______ 1997_____ 1996_____ 1997_____ 1996_____ Net income (loss) applicable to common shares.... $ 9,845,000 $ 7,612,000 $18,491,000 $(32,832,000) Average number of common shares outstanding...... 20,518,972 20,471,038 20,514,332 17,990,681 Assumed exercise of options (treasury stock method).... 287,249 292,449 287,249 -- Shares for fully diluted computation...... 20,806,221 20,763,487 20,801,581 17,990,681 Net earnings (loss) per share........ $ 0.47 $ 0.37 $ 0.89 $ (1.82)
-----END PRIVACY-ENHANCED MESSAGE-----