-----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, RvqCvN4AFXU5Km8C9iwv8y7dZKePzUcqAEDg1ddHC1WCb33u3DfVKs1I0tC452p+ TgviN3ZoMcimZTAIDMvaZQ== 0000906602-98-000004.txt : 19980122 0000906602-98-000004.hdr.sgml : 19980122 ACCESSION NUMBER: 0000906602-98-000004 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970525 FILED AS OF DATE: 19980121 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERMAGNETICS GENERAL CORP CENTRAL INDEX KEY: 0000351012 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 141537454 STATE OF INCORPORATION: NY FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-11344 FILM NUMBER: 98510426 BUSINESS ADDRESS: STREET 1: 450 OLD NISKAYUNA RD STREET 2: PO BOX 461 CITY: LATHAM STATE: NY ZIP: 12110-0461 BUSINESS PHONE: 5187821122 MAIL ADDRESS: STREET 1: 450 OLD NISKAYUNA ROAD STREET 2: PO BOX 461 CITY: LATHAM STATE: NY ZIP: 12110-0461 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A1 (Mark One) [X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended May 25, 1997 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 1-11344 INTERMAGNETICS GENERAL CORPORATION - --------------------------------------------------------------------------- (Exact name of registrant as specified in its charter.) New York 14-1537454 - ---------------------------------------------- ------------------ (State or other jurisdiction of incorporation (I.R.S. Employer or organization) Identification No.) 450 Old Niskayuna Road, Latham, New York 12110 - ---------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (518) 782-1122 --------------- Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock - $ .10 par value American Stock Exchange - -------------------------------- ------------------------------- Securities registered pursuant to Section 12(g) of the Act: None ---------------------- (Title of Class) 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 by check mark if disclosure of delinquent filers pursuant to Item 405 of regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The aggregate market value of the voting stock held by non-affiliates of the registrant is approximately $116,758,808. Such aggregate market value was computed by reference to the closing price of the Common Stock as reported on the American Stock Exchange on August 15, 1997. It assumes that all directors and officers of the registrant are affiliates. In making such calculation, the registrant does not determine whether any director, officer or other holder of Common Stock is an affiliate for any other purpose. The number of shares of the registrant's Common Stock outstanding as of August 15, 1997 was 12,457,034. DOCUMENTS INCORPORATED BY REFERENCE The information required for Part III hereof is incorporated by reference from the registrant's Proxy Statement for its 1997 Annual Meeting of Shareholders to be filed within 120 days after the end of the registrant's fiscal year. PART IV. ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. (a) FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS. Attached hereto and filed as part of this report are the financial statements, schedules and the exhibits listed below. 1. Financial Statements *Reports of Independent Auditors *Consolidated Balance Sheets as of May 25, 1997 and May 26, 1996 *Consolidated Statements of Income for the fiscal years ended May 25, 1997, May 26, 1996 and May 28, 1995 *Consolidated Statements of Shareholders' Equity for the fiscal years ended May 25, 1997, May 26, 1996 and May 28, 1995 *Consolidated Statements of Cash Flows for the fiscal years ended May 25, 1997, May 26, 1996 and May 28, 1995 *Notes to Consolidated Financial Statements 2. Schedule II Valuation and Qualifying Accounts All other schedules are not required or are inapplicable and, therefore, have been omitted. 3. Exhibits Articles of Incorporation and By-laws 3(i) Restated Certificate of Incorporation (3) (Exhibit 3.1) 3(ii) By-laws, as amended (4) (Exhibit 3.2) Instruments defining the rights of security holders, including indentures 4.1 Form of Common Stock certificate (6) (Exhibit 4.1) 4.2 Amended and Restated Loan Agreement dated as of December 23, 1991 among Meridian Bank, Intermagnetics General Corporation, APD Cryogenics Inc., Magstream Corporation and IGC Advanced Superconductors Inc. (6) (Exhibit 4.3) 4.3 First Amendment dated as of February 26, 1992 to the Amended and Restated Loan Agreement dated as of December 23, 1991 among Meridian Bank, Intermagnetics General Corporation, APD Cryogenics Inc., Magstream Corporation and IGC Advanced Superconductors Inc. (6) (Exhibit 4.4) 4.4 Second Amendment dated as of June 14, 1994 to the Amended and Restated Loan Agreement dated as of December 23, 1991 among Meridian Bank, Intermagnetics General Corporation, APD Cryogenics Inc. and Magstream Corporation. (8) 4.5 Third Amendment dated as of August 1, 1994 to the Amended and Restated Loan Agreement dated as of December 23, 1991 among Meridian Bank, Intermagnetics General Corporation, APD Cryogenics Inc. and Magstream Corporation. (8) Material Contracts 10.1 Agreement Restating and Superseding Lease and Granting Rights to Use Common Areas and Other Rights dated as of December 23, 1991 between Waterbury Industrial Commons Associates, IGC Advanced Superconductors Inc. and Intermagnetics General Corporation (6) (Exhibit 10.1) + 10.2 1990 Stock Option Plan (5) (Appendix A) + 10.3 1981 Stock Option Plan, as amended (2) (Exhibit 10.7) + 10.4 Supplemental Executive Benefit Agreement (1) (Exhibit 10.37) 10.5 Agreement dated June 2, 1992 between Philips Medical Systems Nederlands B.V. and Intermagnetics General Corporation for sales of magnet systems (9) (Exhibit 10.6) # 10.6 Amendment No. 3 to the Agreement of June 2, 1992 between Philips Medical Systems Nederlands B.V. and Intermagnetics General Corporation for sales of magnet systems. (Portions of this Exhibit have been omitted and have been filed separately with the Secretary of the Securities and Exchange Commission pursuant to an Application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.) + 10.7 Employment Agreement between Intermagnetics General Corporation and Carl H. Rosner (6) 10.8 Share Purchase Agreement, dated January 23, 1992, by and between Ultralife Batteries, Inc. and Intermagnetics General Corporation (7) (Exhibit 10.1) Subsidiaries of the registrant *21 Subsidiaries of the Company Consents of experts and counsel *23 Consent of KPMG Peat Marwick LLP with respect to the Registration Statements Numbers 2-80041, 2-94701, 33-2517, 33-12762, 33-12763, 33-38145, 33-44693, 33-50598, 33-55092, 33-72160 and 333-10553 on Form S-8. (1) Exhibit incorporated herein by reference to the Registration Statement on Form S-2 (Registration No. 2-99408) filed by the Company on August 2, 1985. (2) Exhibit incorporated herein by reference to the Annual Report on Form 10-K filed by the Company for the fiscal year ended May 31, 1997. (3) Exhibit incorporated herein by reference to the Annual Report on Form 10-K filed by the Company for the fiscal year ended May 28, 1989. (4) Exhibit incorporated herein by reference to the Annual Report on Form 10-K filed by the Company for the fiscal year ended May 27, 1990. (5) Exhibit incorporated herein by reference to the Proxy Statement dated October 4, 1991 for the 1991 Annual Meeting of Shareholders. (6) Exhibit incorporated herein by reference to the Annual Report on Form 10-K filed by the Company for the fiscal year ended May 31, 1992, as amended by Amendment No. 1 on Form 8 dated November 17, 1992. (7) Exhibit incorporated herein by reference to the Quarterly Report on Form 10-Q filed by the Company for the six months ended November 29, 1992. (8) Exhibit incorporated herein by reference to the Annual Report on Form 10-K for the fiscal year ended May 29, 1994. (9) Exhibit incorporated herein by reference to the Annual Report on Form 10-K/A2 for the fiscal year ended May 29, 1994. Portions of this Exhibit were omitted and filed separately with the Secretary of Securities and Exchange Commission pursuant to an Application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. * Filed with the Annual Report on Form l0-K for the fiscal year ended May 25, 1997. + Management contract or compensatory plan or arrangement required to be filed as an exhibit to the Annual Report on Form 10-K. # Filed herewith. The Company agrees to provide the SEC upon request with copies of certain long-term debt obligations which have been omitted pursuant to the applicable rules. The Company agrees to furnish supplementally a copy of omitted Schedules and Exhibits, if any, with respect to Exhibits listed above upon request. (b) REPORTS ON FORM 8-K Current Report on Form 8-K, filed March 7, 1997, in connection with Corporate revenues and earnings through the Company's third quarter ended February 23, 1997, and information with respect to the agreement in principle for the acquisition, changes in the FRIGC refrigerant distributor terms with Pennzoil Products, Co., the supply of FRIGC refrigerant by AlliedSignal Inc., the extension of a major supply agreement for Magnet products with Philips Medical Systems. Current Report on Form 8-K, filed March 21, 1997, in connection with the merger on March 11, 1997 of Medical Advances, Inc. ("MAI") into Intermagnetics Merger Sub, Inc., a wholly-owned subsidiary of Intermagnetics General Corporation, including financial statements of MAI and pro financial information filed, pursuant to a Confidential Treatment Request, by Amendment on May 23, 1997. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. INTERMAGNETICS GENERAL CORPORATION Date: January 21, 1998 By: /s/ Michael C. Zeigler --------------------------------- Michael C. Zeigler Senior Vice President - Finance; Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated. Name Capacity Date - ------ ---------- ------ /s/ Michael C. Zeigler* Chairman, President, - -------------------------- Chief Executive Officer Carl H. Rosner (principal executive officer) and Director /s/ Michael C. Zeigler Senior Vice President- - --------------------------- Finance; Chief Financial Michael C. Zeigler Officer (principal financial and accounting officer) /s/ Michael C. Zeigler* Director - --------------------------- Joseph C. Abeles /s/ Michael C. Zeigler* Director - --------------------------- John M. Albertine /s/ Michael C. Zeigler* Director - --------------------------- Edward E. David, Jr. /s/ Michael C. Zeigler* Director - --------------------------- Jack E. Goldman /s/ Michael C. Zeigler* Director - --------------------------- Thomas L. Kempner /s/ Michael C. Zeigler* Director - --------------------------- Stuart A. Shikiar /s/ Michael C. Zeigler* Director - --------------------------- Sheldon Weinig *By: /s/ Michael C. Zeigler* January 21, 1998 --------------------------------------- Michael C. Zeigler, Attorney-in-fact EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION LOCATION 10.6 Amendment No. 3 to the Agreement of June Filed Herewith 2, 1992 between Philips Medical Systems Nederlands B.V. and Intermagnetics General Corporation for sales of magnet systems. (Portions of this Exhibit have been omitted and have been filed separately with the Secretary of the Securities and Exchange Commission pursuant to an Application for Confidential Treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.) EX-99 2 AMENDMENT NO. 3 TO THE AGREEMENT OF JUNE 02, 1992 BETWEEN PHILIPS, IGC AND GEC ALSTHOM XJB133.2487.MRP 1997-05-27 CONFIDENTIAL 6 FEBRUARY, 1997 AMENDMENT NO. 3 TO THE AGREEMENT OF JUNE 09, 1992 BETWEEN PHILIPS MEDICAL SYSTEMS NEDERLAND B.V. AND INTERMAGNETICS GENERAL CORPORATION AND ALSTHOM INTERMAGNETICS S.A. THIS AMENDMENT NO. 3, made and entered into this 1st day of January, 1997, by and among, Philips Medical Systems Nederland B.V. ("Philips") on the one hand, and Intermagnetics General Corporation ("Intermagnetics") and GEC Alsthom Intermagnetics, formerly known as Alsthom Intermagnetics, S.A. ("AISA") (Intermagnetics and AISA collectively, the "Supplier"), on the other hand. WHEREAS, Philips and Supplier entered into the Agreement Regarding a Family of Active Shielded Superconducting Whole Body Magnets, dated June 09, 1992 (as subsequently amended, the "Agreement"), pursuant to which Supplier agreed, in close cooperation with Philips, to develop, design, engineer, manufacture and supply active shielded superconducting magnet systems for magnetic resonance diagnostic devices in accordance with Philips' functional requirements; and WHEREAS, pursuant to Amendment No. 1 To The Agreement of June 09, 1992, dated 05 January, 1996, the Parties amended the Agreement to update the price schedules set forth in Exhibits IXa and IXb "Price Schedule", and the list of amendments to the Agreement set forth in Exhibit XVII "Amendments to the Agreement"; and WHEREAS, pursuant to Amendment No. 2 To The Agreement of June 09, 1992, dated 08 March, 1996, the Parties further amended the Agreement to update the price schedule set forth in Exhibits IXa and IXb "Price Schedule", and the list of amendments to the Agreement set forth in Exhibit XVII "Amendments to the Agreement"; and [CONFIDENTIAL TREATMENT REQUESTED] WHEREAS, the Parties wish to accomplish the foregoing by extending, or amending and extending for the appropriate time period only those portions of the Agreement relevant to their purposes, and to delete all other portions of the Agreement; and WHEREAS, the Parties also wish to amend Exhibits IXa and IXb to reflect a new agreement between Intermagnetics and Philips, and AISA and Philips, respectively, with regard to prices; NOW THEREFORE, in consideration of the premises and mutual covenants herein contained, Philips and Supplier hereby agree as follows: 1. APPLICATION OF THIS AMENDMENT NO. 3. A. Except as otherwise agreed by the Parties from time to time, with respect to Products meeting the specifications set forth in the Agreement as it existed prior to this Amendment No. 3, and ordered by Philips from Supplier pursuant to the Agreement as it existed prior to this Amendment No. 3, the Agreement shall continue in full force and effect, as if never amended by this Amendment No. 3. B. With respect to all other Products ordered by Philips from Supplier, the Agreement, as amended by this Amendment No. 3, shall govern. 2. QUALITY SYSTEMS AMENDMENT. Section 3.5 of the Agreement shall be, and hereby is, deleted in its entirety. [CONFIDENTIAL TREATMENT REQUESTED] 4. MARKETING AND SALES. The Parties agree that the provisions of Article 7 need no longer apply in the absence of the original Article 4 of the Agreement. Accordingly, the Parties agree that Article 7 shall be, and hereby is, deleted in its entirety. [CONFIDENTIAL TREATMENT REQUESTED] 6. EXTENSION OF TERM. The Parties agree that the initial term of the Agreement shall be extended through December 31, 2000. Accordingly, the Agreement shall be, and hereby is, amended to delete the second sentence of Section 23.1 and substitute in lieu thereof the following: Thereafter, this Agreement shall extend for an additional term (the "Extended Term") through December 31, 2000, and shall automatically be extended for successive periods of twelve (12) months thereafter unless and until terminated by any party by one (1) year's prior notice in writing terminating this Agreement at the end of the Extended Term, or any anniversary of that date if such termination relates to either IGC or AISA, or two (2) years prior written notice if such termination relates to both IGC and AISA. 7. NAMES AND ADDRESSES. The Parties further agree that the Agreement should reflect the updated names and addresses of each party. A. The Agreement shall be, and hereby is, amended to delete each reference to "Alsthom Intermagnetics" and substitute in lieu thereof "GEC Alsthom Intermagnetics". B. The Agreement shall be, and hereby is, amended to delete from Section 26.5 the address and fax number for Intermagnetics, and substitute in lieu thereof, the following address and fax number: Intermagnetics General Corporation 450 Old Niskayuna Road P.O. Box 461 Latham, New York 12110-0461 USA (By Telefax for Magnet Business Unit) 09-1-518-783-2623, or (By Telefax for Intermagnetics Corporate) 09-1-518-783-2610 C. The Agreement shall be, and hereby is, amended to delete from Section 26.5 the fax number for AISA, and substitute in lieu thereof, the following fax number: (By Telefax) 09-333-84-55-16-15 8. LIST OF AMENDMENTS. In order to reflect this Amendment No. 3 properly, Exhibit XVII of the Agreement, which sets forth the list of amendments to the Agreement, shall be, and hereby is, deleted in its entirety, and in lieu thereof shall be substituted the corresponding Exhibit XVII attached to this Amendment No. 3. 9. PRICE SCHEDULES. Intermagnetics and Philips have agreed to a revised Exhibit IXa "Price Schedule" to reflect a new agreement between them with respect to prices. Accordingly, the Parties agree that Exhibit IXa attached to the Agreement shall be, and hereby is, deleted from the Agreement in its entirety, and the revised Exhibit IXa, as initialed and dated as of the date hereof by Intermagnetics and Philips, shall be, and hereby is, incorporated as Exhibit IXa of the Agreement. AISA and Philips have agreed to a revised Exhibit IXb "Price Schedule" to reflect a new agreement between them with respect to prices. Accordingly, the Parties agree that Exhibit IXb attached to the Agreement shall be, and hereby is, deleted from the Agreement in its entirety, and the revised Exhibit IXb, as initialed and dated as of the date hereof by AISA and Philips, shall be, and hereby is, incorporated as Exhibit IXb of the Agreement. 10. OTHER PROVISIONS. The parties agree that this Amendment No. 3 shall be treated as if it were an integral part of the Agreement as of the date hereof. By way of illustration, and not limitation, this shall mean that the provisions of Section 26.8, Applicable Law and Settlement of Disputes, shall apply to this Amendment No. 3 as if that Section were set forth in this Agreement. Notwithstanding the foregoing, in the event of a conflict between the terms of this Amendment No. 3 and the Agreement, the language and intent of this Amendment No. 3 shall control. CONFIDENTIAL 6 FEBRUARY, 1997 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written. INTERMAGNETICS GENERAL PHILIPS MEDICAL SYSTEMS CORPORATION NEDERLAND B.V. By /S/ CARL H. ROSNER By: /S/ FREEK KNOET Carl H. Rosner Freek Knoet President Director, PMG-MR Date: Date: /S/ MAY 26, 1997 GEC ALSTHOM INTERMAGNETICS By: /S/ GRARD GRUNBLATT Grard Grunblatt Gerald Manager Date: EXHIBIT I C [CONFIDENTIAL TREATMENT REQUESTED] EXHIBIT I D [CONFIDENTIAL TREATMENT REQUESTED] EXHIBIT I E [CONFIDENTIAL TREATMENT REQUESTED] EXHIBIT III A [CONFIDENTIAL TREATMENT REQUESTED] EXHIBIT III B [CONFIDENTIAL TREATMENT REQUESTED] EXHIBIT IX A [CONFIDENTIAL TREATMENT REQUESTED] EXHIBIT IX B [CONFIDENTIAL TREATMENT REQUESTED] EXHIBIT XVII 1. AMENDMENT NO. 1 DOCUMENT XJB133.2040.CS DATED 1996-05-01 2. AMENDMENT NO. 2 DOCUMENT XJB133.2147.CS DATED 1996-08-03 3. AMENDMENT NO. 3 DOCUMENT XJB133.2487.MRP DATED 1997-05-27 -----END PRIVACY-ENHANCED MESSAGE-----