-----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, F+HvQsKnEFS5P5zTrPbMI/Mnubt8CFMsfBVRiI8Sh0voyygJF58yuNKv4GoFpYAy FWX01+DQYS/5OQsmV9itTg== 0000950152-96-005873.txt : 19961113 0000950152-96-005873.hdr.sgml : 19961113 ACCESSION NUMBER: 0000950152-96-005873 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961112 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANSMATION INC CENTRAL INDEX KEY: 0000099302 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 160874418 STATE OF INCORPORATION: OH FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-03905 FILM NUMBER: 96658461 BUSINESS ADDRESS: STREET 1: 10 VANTAGE PT CITY: ROCHESTER STATE: NY ZIP: 14606 BUSINESS PHONE: 7162549000 MAIL ADDRESS: STREET 1: 10 VANTAGE PT CITY: ROCHESTER STATE: NY ZIP: 14624 10-Q 1 TRANSMATION 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 SEPTEMBER 30, 1996 ------------------------------ OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE - ------ SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ---------------------- ----------------------- Commission file number 0-3905 TRANSMATION, INC. - ------------------------------------------------------------------ (Exact name of registrant as specified in its charter) OHIO 16-0874418 - ------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 10 VANTAGE POINT DRIVE, ROCHESTER, NY 14624 - --------------------------------------- ---------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 716-352-7777 --------------------- Former name, former address and former fiscal year, if changed since last report Indicate by check mark [X] 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. CLASS NUMBER OF SHARES OUTSTANDING DATE - ----- ---------------------------- ----- Common 2,649,322 November 5, 1996 TOTAL PAGES - 22 2 PART I ------ FINANCIAL INFORMATION --------------------- ITEM 1. FINANCIAL STATEMENTS - ----------------------------- TRANSMATION, INC. CONSOLIDATED BALANCE SHEET
Sept. 30, March 31, ASSETS: 1996 1996 ------------- -------------- Current Assets: Cash $ 35,536 $ 204,046 Accounts Receivable, less allowance for doubtful accounts of $529,000 at September 30, 1996, and $436,000 at March 31, 1996 5,528,678 5,320,996 Inventories 7,253,299 6,491,127 Prepaid Expenses and Deferred Charges 1,223,936 947,209 Deferred Tax Assets 416,200 310,294 ------------ ------------ Current Assets 14,457,649 13,273,672 Properties, at cost, less accumulated depreciation 2,124,021 1,976,679 Deferred Charges 223,139 172,713 Deferred Income Taxes 72,955 54,366 Other Assets 260,495 224,297 Goodwill 6,130,611 ------------ ------------ $ 23,268,870 $ 15,701,727 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY: Current Liabilities Notes Payable $ 1,700,000 Accounts Payable 2,824,942 $3,049,880 Accrued Payrolls, Commissions & Other 1,394,797 1,345,499 Income Taxes Payable 390,940 410,566 ------------ ------------ Current Liabilities 6,310,679 4,805,945 Long-Term Debt 5,498,800 2,050,800 Deferred Compensation 637,344 682,593 ------------ ------------ 12,446,823 7,539,338 ------------ ------------ Stockholders' Equity: Common Stock, par value $.50 per share - Authorized - 15,000,000 shares - issued and outstanding - 2,649,322 at Sept. 30, 1996, and 2,451,946 at March 31, 1996 .. 1,324,661 1,225,973 Capital in Excess of Par Value 1,857,885 1,124,583 Stock payable former Altek Owners 1,225,000 Accumulated Translation Adjustment (110,807) (93,819) Retained Earnings 6,525,308 5,905,652 ------------ ------------ 10,822,047 8,162,389 ------------ ------------ $ 23,268,870 $ 15,701,727 ============ ============
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2 3 TRANSMATION, INC. ----------------- CONSOLIDATED STATEMENT OF INCOME -------------------------------- UNAUDITED ---------
Three Months Ended Six Months Ended ----------------------------- ----------------------------- Sept. 30, Sept. 30, Sept. 30, Sept. 30, 1996 1995 1996 1995 ----------------------------- ----------------------------- Net Sales $11,211,991 $9,100,252 $22,259,608 $18,666,749 ----------------------------- ----------------------------- Costs and Expenses: Cost of Product Sold 6,804,455 5,726,831 13,537,911 11,760,795 Selling & Admin. Expenses 3,292,452 2,682,226 6,513,580 5,483,910 Research & Develop. Costs 391,592 261,187 786,990 529,112 Interest Expense 159,775 106,899 312,236 218,998 ----------------------------- ----------------------------- 10,648,274 8,777,143 21,150,717 17,992,815 ----------------------------- ----------------------------- Income Before Taxes 563,717 323,109 1,108,891 637,934 Provision for Income Taxes State and Federal 247,935 134,525 489,235 282,525 ----------------------------- ----------------------------- Net Income 315,782 188,584 619,656 391,409 Retained Earnings at Beginning of Period 6,209,526 4,873,754 5,905,652 4,670,929 ----------------------------- ----------------------------- Retained Earnings at End of Period $6,525,308 $5,062,338 $6,525,308 $5,062,338 ============================= ============================= Net Income Per Share $.11 $.07 $.22 $.15 ============================= =============================
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3 4 TRANSMATION, INC. CONSOLIDATED STATEMENT OF CASH FLOWS UNAUDITED
Three Months Ended Six Months Ended ---------------------------- ---------------------------- 7/1/96 - 7/1/95 - 4/1/96 - 4/1/95 - 9/30/96 9/30/95 9/30/96 9/30/95 ------------- ------------- ------------- ------------- Cash Flows from Operating Activities Net Income $ 315,782 $ 188,584 $ 619,656 $ 391,409 Items Not Requiring (Providing) Cash Included in Income Depreciation and Amortization 252,778 108,024 489,064 207,748 Provision for Losses on Accounts Receivable .. 44,000 26,700 93,000 55,200 Other Assets 9,294 (8,577) 9,403 (8,577) (Increase)Decrease in Accounts Receivable 664,701 (186,472) 343,964 510,837 Decrease(Increase) in Inventories (138,102) 240,355 79,397 238,565 Decrease(Increase) in Prepaid Expenses & Deferred Charges (587,286) 130,825 (327,083) 8,199 Increase(Decrease) in Accounts Payable 54,109 (660,501) (650,422) (1,576,556) Increase(Decrease) in Accrued Payrolls, Commiss and Other Liabilities 36,648 (73,410) (276,851) (246,978) Increase(Decrease) in Income Taxes Payable 62,143 162,560 (19,626) 262,339 (Decrease) in Deferred Compensation (22,327) (22,327) (45,249) (43,463) Increase in Deferred Income Taxes 2,787 3,102 ----------- ----------- ----------- ----------- Net Cash Provided(used) by Operating Activities 691,740 (91,452) 315,253 (198,175) ----------- ----------- ----------- ----------- Cash Flows from Investing Activities: Purchase of Altek Industries Corp 4,405 (6,723,888) Purchases of Properties (109,667) (191,969) (170,094) (285,051) ----------- ----------- ----------- ----------- Net Cash (used in) Investing Activities (105,262) (191,969) (6,893,982) (285,051) ----------- ----------- ----------- ----------- Cash Flows from Financing Activities: Increase in Notes Payable 1,700,000 Exercise of Stock Options, Warrants & Stk Purchases 111,086 74,250 219,490 162,617 Stock Issued - Altek Purchase 612,500 Increase(Decrease) in Long-Term Debt (879,349) 119,100 2,669,459 (24,626) Stock Payable - Former Altek Owners 1,225,000 ----------- ----------- ----------- ----------- Net Cash Provided by(used in) Financing Activities (768,263) 193,350 6,426,449 137,991 ----------- ----------- ----------- ----------- Effect of Exchange Rate Changes on Cash 379 26,383 (16,230) 32,020 ----------- ----------- ----------- ----------- Net (Decrease) in Cash (181,406) (63,688) (168,510) (313,215) Cash at Beginning of Period 216,942 358,236 204,046 607,763 ----------- ----------- ----------- ----------- Cash at End of Period $ 35,536 $ 294,548 $ 35,536 $ 294,548 =========== =========== =========== =========== Cash Paid for Interest and Income Taxes is as follows: Interest Paid $ 63,679 $ 104,634 $ 231,022 $ 210,591 Taxes Paid $ 164,055 $ 35,922 $ 469,245 $ 167,865
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 4 5 TRANSMATION, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
Number of Shares of $.50 Par Value Common Stock Capital Common Stock Issued and in Excess of Retained Outstanding Outstanding Par Value Earnings ------------- ------------ ----------- --------- Balance, March 31, 1994 2,374,240 $1,187,120 $ 835,029 $4,289,144 Issuance of Stock 6,400 3,200 14,800 Net Income 381,785 ---------- ---------- ---------- ---------- Balance, March 31, 1995 2,380,640 1,190,320 849,829 4,670,929 Issuance of Stock 71,306 35,653 274,754 Net Income 1,234,723 ---------- ---------- ---------- ---------- Balance, March 31, 1996 2,451,946 1,225,973 1,124,583 5,905,652 Issuance of Stock 197,376 98,688 733,302 Net Income 619,656 ---------- ---------- ---------- ---------- Balance, Sept. 30, 1996 2,649,322 $1,324,661 $1,857,885 $6,525,308 ========== ========== ========== ==========
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 5 6 NOTE 1 - REVOLVING CREDIT AGREEMENT - ----------------------------------- Borrowings under a secured revolving credit agreement with a bank which extends through July 31, 1998 total $4,098,800 at September 30, 1996. Maximum funds available under this credit agreement total $7,000,000. The interest rate is the bank's prime lending rate or may be fixed for up to a 90-day period. The revolving credit agreement contains, among other provisions, restrictions on the annual amount of capital expenditures, restrictions on the annual amount of expenditures made for the purpose of printing and distributing catalogs and requirements for minimum amounts of tangible net worth. Additionally, the company has pledged its personal property and fixtures, including inventory and equipment, and its accounts receivable as collateral security for the loan. Further, the company has agreed to pay to the lender an amount equal to 1/4% of the unused portion of the total credit available. The fee is payable quarterly. Total commitment fees paid on any unused lines of credit under revolving credit agreements were immaterial in 1996 and 1995. The company is in compliance with provisions of its loan agreement at September 30, 1996. NOTE 2 - INVENTORIES - -------------------- The major classifications of inventory are as follows:
Sept. 30, March 31, 1996 1996 ---------- ---------- Raw Materials and Purchased Parts $1,578,318 $1,412,576 Work in Process 636,114 569,317 Finished Products 5,038,867 4,509,234 ---------- ---------- $7,253,299 $6,491,127 ========== ==========
NOTE 3 - STOCKHOLDERS' EQUITY - ----------------------------- In August 1993, an incentive Stock Option plan was adopted; this plan was amended in August 1995 and August 1996. Options are available to be granted to employees under the 1993 Plan at prices not less than fair market value at the date of grant and are exercisable in annual installments beginning at the date of grant and expiring up to ten years later. 6 7 The following table summarizes the transactions under the plans during 1996, 1995, and 1994:
Option Price Shares Per Share Aggregate ---------------- -------------- ------------- Balance, 3/31/94 97,300 $2.25-$4.00 236,425 ------------- ------------- ------------- Options Granted During the Year . 163,600 4.25 695,300 Options Exercised During the Year (5,200) 2.25 (11,700) Options Canceled During the Year (12,100) 2.25 (27,225) ------------- ------------- ------------- Balance, 3/31/95 243,600 2.25-4.25 892,800 Options Exercised During the Year (24,400) 2.25 (54,900) Options Canceled During the Year (11,100) 2.25-6.25 (51,375) Options Granted During the Year . 194,450 4.25-6.63 995,581 ------------- ------------- ------------- Balance, 3/31/96 402,550 2.25-6.63 1,782,106 Options Exercised During the Year (43,125) 2.25-4.25 (98,281) Options Canceled During the Year (16,700) 2.25-6.25 (134,200) Options Granted During the Year . 60,280 6.50-8.375 401,195 ------------- ------------- ------------- Balance, 9/30/96 403,005 $4.25-$8.375 $ 1,950,820 ============= ============= =============
100,157 shares are eligible to be exercised under the 1993 plan. The market value of these shares at the date they first became eligible for exercise was $7.00 per share and aggregated $701,099. On August 21, 1984, shareholders approved the Directors' Warrant Plan. This plan was amended by shareholders in August 1995 and August 1996. The Plan provides that warrants may be granted thereunder to non-employee directors of Transmation to purchase in the aggregate not more than 100,000 shares of the company's Common Stock. The purchase price for shares issued under the Directors' Warrant Plan shall be equal to the fair market value of the stock on the date of the grant of the warrant. A summary of activity under the 1984 Directors' Warrant Plan is as follows: 7 8
Warrant SHARES PRICE AGGREGATE -------- ------------ --------- Balance - 3/31/95 32,500 $3.00 -$3.875 110,625 -------------------------------- Exercised During the Year (14,500) 3.00 -3.875 (54,875) Granted During the Year 14,000 6.500 91,000 Canceled During the Year (2,000) 3.875 (7,750) ------- ------------- -------- Balance - 3/31/96 30,000 3.00-6.50 139,000 Exercised During the Year (500) 3.00 (1,500) Granted During the Year 12,000 8.375 100,500 ------- ------------- -------- Balance - 9/30/96 41,500 $3.00-$8.375 $238,000 ======= ============= ========
On March 11, 1993, the Board of Directors granted the former President of the company's Instrument Division a non-qualified stock option contract for the purchase of 25,000 shares of the company's common stock at $3.00 per share, the fair market value at the date of the grant. Upon his termination in January 1996, the former President of the company's Instrument Division exercised his right to purchase 15,000 of such shares. The remainder of this grant was canceled. On August 15, 1995, the Board of Directors granted the then President of the Company's Transcat division a non-qualified stock option contract for the purchase of 23,950 shares of the Company's common stock at $6.25 per share, the fair market value at the date of the grant. These shares are exercisable in equal installments beginning at the date of the grant and expiring five years later. NOTE 4 - NET INCOME PER SHARE - ----------------------------- The net income per share amounts in 1996 and 1995 were computed by dividing the net income by the average number of shares actually outstanding plus common equivalent shares resulting from the assumed conversion of the dilutive stock options and warrants. Common and common equivalent shares averaged 2,855,897 in 1996 and 2,524,377 in 1995. 8 9 ITEM 2. - ------- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF - -------------------------------------------------------------------------- OPERATIONS - ---------- Sales increases during the current fiscal year have resulted from the acquisition of Altek in April 1996 and from sales increases for both product and service through the Company's Transcat division. Sales in the Company's Instrument division are below plan and organizational changes and aggressive new product efforts have been implemented to correct that condition. FINANCIAL CONDITION - ------------------- The Company's primary sources of liquidity and capital are funds provided through its borrowing agreement with a bank and through management of its balance sheet. During the quarter ended September 30, 1996 Accounts Receivable were reduced by more than $650,000 as the result of continued emphasis on collections. Inventories increased by approximately $138,000 and prepaid expenses (principally catalog related costs) increased by approximately $587,000 in the second quarter largely the result of preparation for a significant mailing of catalogs which occurred in September 1996. The Company's profitability and cash flow from operations (including depreciation and amortization) enabled a reduction in Long-Term Debt which totaled approximately $879,000 in the quarter. RESULTS OF OPERATIONS - --------------------- COMPARISON OF JULY 1, 1996 - SEPTEMBER 30, 1996 - ----------------------------------------------- to JULY 1, 1995 - SEPTEMBER 30, 1995 --------------------------------- Sales increased to $11,211,991 from $9 100,252, an increase of 23% in the quarter ended September 30, 1996 compared to September 30, 1995. This increase resulted from the inclusion of Altek Industries Corp. in the Company's operations, together with increases in sales and services in the Company's Transcat division. Cost of Products Sold in the quarter ended September 30, 1996 totaled 60.7% of sales in 1996 versus 62.9% of sales in 1995. This improvement is the result of proportionately more sales of high margin CalXpress services and from manufactured product in 1996 resulting from the Company's acquisition of Altek in 1996. R & D costs in 1996 totaled 3.5% of sales compared to 3.9% of sales in 1995 and 1996, interest totaled 1.4% of sales compared to 1.2% of sales in 1995. These changes result from Transmation's acquisition of Altek Industries Corp. in 1996. 9 10 RESULTS OF OPERATIONS - --------------------- COMPARISON APRIL 1, 1996 - SEPTEMBER 30, 1996 - --------------------------------------------- to APRIL 1, 1995 - SEPTEMBER 30, 1995 ---------------------------------- Sales increased 19% to $22,259,608 from $18,666,749 in the first six months ended September 30, 1996 compared to the same period one year ago. This increase resulted from the inclusion of Altek into the Company's operations in 1996, together with increases in sales and services in the Company's Transcat division. Cost of Products Sold totaled 60.8% of sales in 1996 compared to 63% of sales in 1995. This improvement is the result of proportionately greater sales of higher margin manufactured product sales in 1996 resulting from the Company's purchase of Altek on April 3, 1996 and of increased sales of CalXpress services in 1996 which also command higher gross margins than do sale of products sold through the Company's Transcat division. R & D costs totaled 3.5% of sales in 1996 compared to 2.8% of sales in 1995, and interest expense totaled 1.4% of sales in 1996 compared to 1.2% of sales in 1995. These changes result from Transmation's acquisition of Altek Industries Corp. in 1996. 10 11 PART II ------- OTHER INFORMATION ----------------- Item 2. CHANGES IN SECURITIES --------------------- None 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. TRANSMATION, INC. Date NOVEMBER 7, 1996 /S/ ROBERT G. KLIMASEWSKI -------------------------- ----------------------------- Robert G. Klimasewski President Date NOVEMBER 7, 1996 /S/ JOHN A. MISIASZEK -------------------------- ---------------------------- John A. Misiaszek Vice President, Finance 11 12 INDEX TO EXHIBITS (2) Plan of acquisition, reorganization, arrangement, liquidation or succession Not applicable. (3) *(a) Articles of Incorporation Articles of Incorporation, as amended, are incorporated herein by reference to Exhibit 4(a) to the Registrant's Registration Statement on Form S-8 (Registration No. 33-61665) as filed on August 8, 1995 and amended by Exhibit I attached hereto. (b) By-laws Code of Regulations, as amended, are incorporated herein by reference to Exhibit 3 to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 1988. (4) Instruments defining the rights of security holders, including indentures (a) The documents listed under Item (3) of this Index are incorporated herein by reference. (b) Revolving Credit Agreement between the Registrant and Manufacturers and Traders Trust Company is incorporated herein to Exhibit 1 to the Registrant's Form 10-Q for the quarter ended September 30, 1994. (c) Agreement and Amendment No. 1 to an Existing Revolving Credit Facility Agreement between the Registrant and Manufacturers and Trades Trust Company dated September 8, 1995 is incorporated herein by reference to Exhibit 1 to the Registrant's Form 10-Q for the quarter ended September 30, 1995. (d) Agreement and Amendment No. 2 to an Existing Revolving Credit Facility Agreement between the Registrant and Manufacturers and Traders Trust Company dated December 15, 1995, is incorporated herein by reference to Exhibit 1 to Registrant's Form 10-Q for the quarter ended December 31, 1995. Upon written request, the Registrant will provide to security holders copies of any of the referenced omitted exhibits. (10) Material Contracts (a) The documents listed under Item (4) of this Index are incorporated herein by reference. (b) Compensation agreements between the Registrant and William J. Berk are incorporated herein by reference to Exhibit 10 to the Registrant's Form 10-K for the fiscal year ended March 31, 1984, and Exhibit 10(b) to the Registrant's Form 10-K for the fiscal year ended March 31, 1991. (c) Not used. 12 13 (d) Transmation, Inc. Directors' Stock Plan is incorporated herein by reference to Exhibit 10(i) to the Registrant's Form 10-K for the fiscal year ended March 31, 1995 and as amended by reference to Exhibit 10(a) of the Registrant's Form 10-K for the fiscal year ended March 31, 1996. (e) Employment Agreement dated as of April 1, 1995 between the Registrant and Robert G. Klimasewski is incorporated herein by reference to Exhibit 10(ii) to the Registrant's Form 10-K for the fiscal year ended March 31,1995 and amended by reference to Exhibit 10(d) of the Registrant's Form 10-K for the fiscal year ended March 31, 1996. *(f) Transmation, Inc. Amended and Restated Directors' Warrant Plan is incorporated herein by reference to Exhibit 99(b) to the Registrant's Registration Statement on Form S-8 (Registration No. 33-61665) as filed on August 8, 1995 and as amended by Exhibit II attached hereto. *(g) Transmation, Inc. Amended and Restated 1993 Stock Option Plan is incorporated herein by reference to Exhibit 99(c) to the Registrant's Registration Statement on Form S-8 (Registration No. 33-61665) as filed on August 8, 1995 and as amended by Exhibit III and Exhibit IV attached hereto. *(h) Transmation, Inc. Employees' Stock Purchase Plan is incorporated herein by reference to Exhibit 99(e) to the Registrant's Registration Statement on Form S-8 (Registration No. 33-61665) as filed on August 8, 1995 and as amended by reference to Exhibit 10(b) of the Registrant's Form 10-K for the fiscal year ended March 31, 1996 and as amended by Exhibit V attached hereto. (i) Amendment No. 1 to Transmation, Inc. Directors' Stock Plan is included herein by reference to Exhibit 10(i) to the Registrant's Form 10-Q for the quarter ended September 30, 1995. (j) Non-Statutory Stock Option Agreement dated August 15, 1995 between Transmation, Inc. and Eric W. McInroy is included by reference to Exhibit 10(j) to the Registrant's Form 10- Q for the quarter ended September 30, 1995 and as amended by reference to Exhibit 10(c) of the Registrant's Form 10-K for the fiscal year ended March 31, 1996. (11) Statement re computation of per share earnings Computation can be clearly determined from Note 4 to the financial statements filed with Item 1. 13 14 (15) Letter re unaudited interim financial information Not applicable. (18) Letter re change in accounting principles Not applicable. (19) Report furnished to security holders Not applicable. (22) Published report regarding matters submitted to vote of security holders Not applicable. (23) Consents of experts and counsel Not applicable. (24) Power of attorney Not applicable. *(27) Financial Data Schedule Financial Data Schedule (99) Additional Exhibits Not applicable. - ----------------- * Exhibit filed with this Report 14 EX-3.A 2 EXHIBIT 3(A) EXI 1 EXHIBIT (3)(a) EXHIBIT I CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF TRANSMATION, INC. Robert G. Klimasewski and John A. Misiaszek, being the President and Secretary, respectively, of Transmation, Inc., an Ohio corporation (the "Corporation"), do hereby certify that the annual meeting of shareholders of the Corporation was duly called and held on August 20, 1996, at which meeting a quorum of shareholders entitled to vote at the meeting was present in person or by proxy, and that by the affirmative vote of the holders of shares entitled to exercise not less than two-thirds of the voting power of the Corporation on such proposal (no greater vote being required by the Articles of Incorporation), the following resolution was adopted: RESOLVED, that the Articles of Incorporation be amended to increase the number of shares of Common Stock which the Corporation is authorized to issue from 8,000,000 to 15,000,000. Article FOURTH of the Articles of Incorporation is, therefore, hereby amended to provide in its entirety as follows: "FOURTH: The maximum number of shares which the Corporation is authorized to have outstanding is 15,000,000, all of which shall be Common Shares with a par value of Fifty Cents ($.50) each. No holder of shares of the Corporation of any class shall be entitled as such, as a matter of right, to subscribe for or purchase shares of the Corporation, or to purchase or subscribe for securities convertible into or exchangeable for shares of the Corporation, or to which shall be attached or appertain any warrants or rights entitling the holder thereof to subscribe for or purchase shares of the Corporation, except such rights of subscription or purchase, if any, for such considerations and upon such terms and conditions as its Board of Directors from time to time may determine." In WITNESS WHEREOF, we have signed this Certificate and affixed the corporate seal this 12th day of September, 1996. 15 2 /s/ Robert G. Klimasewski --------------------------------------------- Robert G. Klimasewski President [CORPORATE SEAL] /S/ JOHN A. MISIASZEK --------------------------------------------- John A. Misiaszek Secretary 16 EX-10.F 3 EXHIBIT 10(F) EXII 1 Exhibit (10)(f) Exhibit II AMENDMENT NO. 1 TO THE TRANSMATION, INC. AMENDED AND RESTATED DIRECTORS' WARRANT PLAN EFFECTIVE JUNE 21, 1996 (SUBJECT TO SUBSEQUENT RATIFICATION BY THE SHAREHOLDERS) WHEREAS, Transmation, Inc., an Ohio corporation (the "Company"), has established the Transmation, Inc. Amended and Restated Directors' Warrant Plan (the "Plan"); and WHEREAS, deeming it appropriate and advisable so to do, and pursuant to Section 12 of the Plan, the Board of Directors of the Company has authorized, approved and adopted the further amendment to the Plan set forth herein; NOW, THEREFORE, the Plan is hereby amended, effective June 21, 1996, as set forth below; provided, however, that if the shareholders of the Company fail to approve and ratify this Amendment at the next Annual Meeting of Shareholders, then this Amendment shall be null and void and of no effect, and any amendments to warrant certificates which are made pursuant to this Amendment shall be automatically cancelled: 1. A new Section 6(d) is hereby added to Section "6. VESTING." of the Plan, to provide in its entirety as follows (with the remainder of said Section 6 being unchanged and unaffected by this Amendment and continuing in full force and effect): "(d) ALL WARRANTS. Notwithstanding the foregoing, if and to the extent that the Market Value requirements for exercisability set forth in this Section 6 are not satisfied, then the balance of each Warrant heretofore or hereafter granted shall nevertheless become exercisable on the fourth anniversary of the Grant Date of such Warrant." 2. Except as amended hereby, the Plan shall remain in full force and effect in accordance with its terms. THIS AMENDMENT NO. 1 TO THE TRANSMATION, INC. AMENDED AND RESTATED DIRECTORS' WARRANT PLAN WAS AUTHORIZED, APPROVED AND ADOPTED BY THE BOARD OF DIRECTORS OF THE COMPANY ON JUNE 21, 1996, AND APPROVED AND RATIFIED BY THE SHAREHOLDERS OF THE COMPANY ON AUGUST 20, 1996. /s/ JOHN A. MISIASZEK ------------------------------------- A. MISIASZEK, SECRETARY 17 EX-10.Q 4 EXHIBIT 10.Q EXIII 1 Exhibit(10)(g) EXHIBIT III AMENDMENT NO. 1 TO THE TRANSMATION, INC. AMENDED AND RESTATED 1993 STOCK OPTION PLAN EFFECTIVE JUNE 21, 1996 (SUBJECT TO SUBSEQUENT RATIFICATION BY THE SHAREHOLDERS) WHEREAS, Transmation, Inc., an Ohio corporation (the "Company"), has established the Transmation, Inc. Amended and Restated 1993 Stock Option Plan, as heretofore amended (the "Plan"); and WHEREAS, deeming it appropriate and advisable so to do, and pursuant to Section 19 of the Plan, the Board of Directors of the Company has authorized, approved and adopted the further amendment to the Plan set forth herein; NOW, THEREFORE, the Plan is hereby amended, effective June 21, 1996, as set forth below; provided, however, that if the shareholders of the Company fail to approve and ratify this Amendment at the next Annual Meeting of Shareholders, then this Amendment shall be null and void and of no effect: 1. The first sentence of Section "4. NUMBER OF SHARES." of the Plan is hereby amended to provide in its entirety as follows (with the remainder of said Section 4 being un changed and unaffected by this Amendment and continuing in full force and effect): "Subject to the provisions of Section 5, the total number of shares of the Company's common stock, par value $.50 per share (the `Common Stock'), which may be issued under Options granted pursuant to the Plan shall not exceed 600,000." 2. Except as amended hereby, the Plan shall remain in full force and effect in accordance with its terms. THIS AMENDMENT NO. 1 TO THE TRANSMATION, INC. AMENDED AND RESTATED 1993 STOCK OPTION PLAN WAS AUTHORIZED, APPROVED AND ADOPTED BY THE BOARD OF DIRECTORS OF THE COMPANY ON JUNE 21, 1996, AND APPROVED AND RATIFIED BY THE SHAREHOLDERS OF THE COMPANY ON AUGUST 20, 1996. /S/ JOHN A. MISIASZEK ------------------------------------- JOHN A. MISIASZEK, SECRETARY 18 2 Exhibit (10)(g) Exhibit IV AMENDMENT NO. 2 TO THE TRANSMATION, INC. AMENDED AND RESTATED 1993 STOCK OPTION PLAN EFFECTIVE JUNE 21, 1996 (SUBJECT TO SUBSEQUENT RATIFICATION BY THE SHAREHOLDERS) WHEREAS, Transmation, Inc., an Ohio corporation (the "Company"), has established the Transmation, Inc. Amended and Restated 1993 Stock Option Plan, as heretofore amended (the "Plan"); and WHEREAS, deeming it appropriate and advisable so to do, and pursuant to Section 19 of the Plan, the Board of Directors of the Company has authorized, approved and adopted the further amendment to the Plan set forth herein; NOW, THEREFORE, the Plan is hereby amended, effective June 21, 1996, as set forth below; provided, however, that if the shareholders of the Company fail to approve and ratify this Amendment at the next Annual Meeting of Shareholders, then this Amendment shall be null and void and of no effect, and any amendments to stock option agreements which are made pursuant to this Amendment shall be automatically cancelled: 1. A new Section 8(b)(iv) is hereby added to Section "8. TERM OF OPTIONS; EXERCISABILITY." of the Plan, to provide in its entirety as follows (with the remainder of said Section 8 being unchanged and unaffected by this Amendment and continuing in full force and effect): "(iv) Notwithstanding the foregoing, if and to the extent that the Fair Market Value requirements for exercisability set forth in this Section 8(b) are not satisfied, then the balance of each Option hereto fore or hereafter granted shall nevertheless become exercisable on the fourth anniversary of the Grant Date of such Option." 2. Except as amended hereby, the Plan shall remain in full force and effect in accordance with its terms. THIS AMENDMENT NO. 2 TO THE TRANSMATION, INC. AMENDED AND RESTATED 1993 STOCK OPTION PLAN WAS AUTHORIZED, APPROVED AND ADOPTED BY THE BOARD OF DIRECTORS OF THE COMPANY ON JUNE 21, 1996, AND APPROVED AND RATIFIED BY THE SHAREHOLDERS OF THE COMPANY ON AUGUST 20, 1996. /S/ JOHN A. MISIASZEK -------------------------------- JOHN A. MISIASZEK, SECRETARY 19 EX-10.H 5 EXHIBIT 10(H) EXIV 1 Exhibit (10(h) EXHIBIT V AMENDMENT NO. 2 TO THE TRANSMATION, INC. EMPLOYEES' STOCK PURCHASE PLAN EFFECTIVE JUNE 21, 1996 (SUBJECT TO SUBSEQUENT RATIFICATION BY THE SHAREHOLDERS) WHEREAS, Transmation, Inc., an Ohio corporation (the "Company"), has established the Transmation, Inc. Employees' Stock Purchase Plan, as heretofore amended (the "Plan"); and WHEREAS, deeming it appropriate and advisable so to do, and pursuant to Section 13 of the Plan, the Board of Directors of the Company has authorized, approved and adopted the further amendment to the Plan set forth herein; NOW, THEREFORE, the Plan is hereby amended, effective June 21, 1996, as set forth below; provided, however, that if the shareholders of the Company fail to approve and ratify this Amendment at the next Annual Meeting of Shareholders, then this Amendment shall be null and void and of no effect: 1. Section "5. ELIGIBLE EMPLOYEES" of the Plan is hereby amended to provide in its entirety as follows: "5. ELIGIBLE EMPLOYEES "Any employee of the Company or of any Designated Subsidiary (a) whose customary employment is for more than 20 hours per week, and (b) who has been employed for six months or more, shall be an Eligible Employee eligible to participate in the Plan." 2. Except as amended hereby, the Plan shall remain in full force and effect in accordance with its terms. THIS AMENDMENT NO. 2 TO THE TRANSMATION, INC. EMPLOYEES' STOCK PURCHASE PLAN WAS AUTHORIZED, APPROVED AND ADOPTED BY THE BOARD OF DIRECTORS OF THE COMPANY ON JUNE 21, 1996, AND APPROVED AND RATIFIED BY THE SHAREHOLDERS OF THE COMPANY ON AUGUST 20, 1996. /S/ JOHN A. MISIASZEK ------------------------------------ JOHN A. MISIASZEK, SECRETARY 20 EX-27 6 EXHIBIT 27
5 This schedule contains summary financial information extracted from the Company's September 30, 1996 Form 10-Q and is qualified in its entirety by reference to such financial statements. 6-MOS MAR-31-1997 SEP-30-1996 35,526 0 6,057,678 529,000 7,253,299 14,457,649 6,390,589 4,266,568 23,268,870 6,310,679 5,498,800 1,324,661 0 0 9,497,386 23,268,870 19,191,488 22,259,608 12,081,200 13,537,911 7,207,570 93,000 312,236 1,108,891 489,235 619,656 0 0 0 619,656 .22 .22
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