10-K

TABLE OF CONTENTS

Part I
	Item 1. Business
	Item 2. Properties
	Item 3. Legal Proceedings
	Item 4. Submission of Matters to a Vote of Security Holders
Part II
	Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters
	Item 9. Changes In And Disagreements With Accountants on Accounting and Financial Disclosure
Part III
	Item 10. Directors and Executive Officers of the Registrant
	Item 11. Executive Compensation
	Item 12. Security Ownership of Certain Beneficial Owners and Management
	Item 13. Certain Relationships and Related Transactions
	Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
Signatures
EXHIBIT 10(A) AMENDMENT NO. 8 TO STOCK OPTION
EXHIBIT 10(B) EMPLOYMENT AGREEMENT
EXHIBIT 21 SUBSIDIARIRES OF REGISTRANT

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

  X    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (No Fee Required)

For the fiscal year ended      March 31, 2001    

OR

        Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (No Fee Required)

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 incorporation or organization)	(I.R.S. Employer Identification No.)
10 Vantage Point Drive, Rochester, New York	14624
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code	716-352-7777
Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Name of each exchange on which registered
None	None
Securities registered pursuant to Section 12(g) of the Act:
(Title of Class)
Common Stock $0.50 Par Value
(Title of Class)

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   or No       

Indicate by check mark ( X ) if disclosure of delinquent filers pursuant to Item 405 of the Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this form 10-K. (    )

The aggregate market value of the voting stock held by non-affiliates of the registrant is $13,823,458 as of the close of business May 31, 2001. Market value is determined by reference to the final NASDAQ quotation of the price paid for Transmation stock as of that date.

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the close of business on May 31, 2001.

Class	Number of Shares Outstanding
Common	6,073,627

Documents incorporated by reference and the part of Form 10-K into which they are incorporated are listed hereunder.

Part of Form 10-K	Document Incorporated
Part III	Registrant’s definitive Proxy Statement for Annual Meeting of Shareholders to be held on August 21, 2001

Pursuant to Rule 12b-25(b), this Form 10-K does not include the following:

1.	Item 6. Selected Financial Data
2.	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
3.	Item 8. Financial Statements and Supplementary Data.
4.	Item 14(a). Financial Statements and Financial Statement Schedules

Part I

Item 1. Business

Transmation, Inc. (the “Company” or “Transmation”), an Ohio corporation organized in 1964, is primarily engaged in the sale and distribution, development, manufacture and service of electronic instrumentation which is used principally for measurement, indication and transmission of information.

The principle products and services sold by Transmation are test, measurement and calibration instruments used to calibrate, measure and test many physical parameters in industry and science. Products sold and serviced by Transmation are manufactured by the Company and by approximately two hundred fifty other manufacturers.

Principle products sold by Transmation range in price from $100 to more than $20,000 for large calibration test systems. Services sold by Transmation range in price from $25 for a product certification to more than $100,000 for large on-site service projects.

Transmation believes it is uniquely positioned in its industry in that it provides customers significant opportunity to fulfill many of their product purchasing and product service requirements from one vendor. The ability to sell both products and services to customers enables the Company to distribute its sales and administrative costs over both sales activities and to better penetrate customer accounts to achieve enhanced sales results from customers compared to competitors who do not offer both sales and service solutions for customers.

The principal market for Transmation’s products and services is within the process industry and is primarily directed to the petroleum refining and chemical manufacturing industries, and secondarily to the pulp and paper, gas pipeline and primary metals, pharmaceutical and fiber optics industries.

Transmation’s sales are accomplished through (i) its Transcat Distribution Division (“Transcat”) which uses both direct marketing (catalog and internet) and direct salesmen, (ii) a manufacturing subsidiary, The Products Group, which produces products primarily under the Transmation and Altek product labels, (iii) the MetersandInstruments.com subsidiary (“Meters and Instruments”), begun in July 1999, a distributor to price-sensitive customers in discrete industries having a well defined purchasing intent over the internet, and (iv) one foreign subsidiary.

Sales of test, measurement and calibration equipment and services are principally made through Transcat, which sells through a catalog distributed to existing and prospective customers, through the internet and through salespeople in selected locations in the United States and Canada. Transcat sells Transmation-manufactured products and re-sells the products of approximately two hundred fifty other manufacturers through an annual catalog, which is currently approximately 800 pages. In addition to the annual catalog, Transcat makes periodic mailings to existing and prospective customers to spur additional sales as well as to generate names for future catalog or product mailings. In fiscal 1999, Transcat introduced Transcat.com®, an Internet site containing much of Transcat’s catalog “on-line”, making on-line commerce available for Transcat’s customers.

In fiscal 2000, Transmation incorporated MetersandInstruments, also an “on-line” sales activity, to target sales to customers traditionally very well informed with respect to their product purchase requirements and also very price sensitive in their purchasing practices. In addition to its “on-line” catalog, MetersandInstruments makes periodic mailings to existing and prospective customers in both electronic and traditional formats and advertises extensively in appropriate trade publications to promote site awareness among customers and prospective customers.

In addition to catalog and internet sales, Transmation engages in direct sales of test, measurement and calibration equipment and services. The Company employs over 25 direct sales people and sales managers in Transcat. The Company also maintains one regional sales manager in China. In addition, the Company has arrangements with over 94 sales representative and distributor organizations, each employing one or more sales engineers, located in other areas of concentrated demand for Transmation’s products in the United States, Canada, the Far East, Central and South America, Australia, the Middle East and Eastern and Western Europe. These sales representatives and distributors either promote Transmation’s products on a commission basis or purchase them from Transmation at a discount and resell such products to end users.

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The Company’s Transcat CalLab operations, 13 of which are Guide 25 certified and all of which are ISO 9002 registered, provide periodic calibration and repair services for customers owning instrumentation manufactured by others and by Transmation. At March 31, 2001, there were Transcat CalLab facilities in 15 locations in the United States and Canada.

The Company’s manufacturing operations, located in Rochester, New York, primarily develop, manufacture and sell electronic and pneumatic instrumentation used to calibrate and test instrumentation used primarily in the process industries. The facility has ISO 9001 registration.

The Company’s value-added operation, which customizes, modifies and repairs analog gauges, is located in Baltimore, Maryland.

Since the beginning of fiscal 1997, Transmation has expanded its business through three acquisitions and one joint venture:

Altek Acquisition

In April 1996, the Company acquired all of the stock of Altek, a manufacturer of electronic calibration equipment, for cash and notes aggregating $4.8 million, and 600,000 shares of Common Stock. As a result of this acquisition, the Company’s sales were increased by more than $5 million.

EIL Acquisition

In April 1997, the Company acquired substantially all of the assets of the Sales and Service Divisions of E.I.L. Instruments, Inc., a distributor and servicer of electronic test, measurement and calibration instrumentation, for $22 million in cash and the value of certain assumed liabilities. As a result of this acquisition, the Company has added a large base of potential new customers, a value-added meter modification business and several new product lines, and has significantly increased its overall capabilities to provide repair, calibration and certification services.

Metermaster Acquisition

In February 1999, the Company acquired the capital stock of Metermaster, Inc., a distributor of electronic test, measurement and calibration instrumentation and value-added provider of analog gauges, for approximately $1,000,000 in cash plus the assumption of liabilities totaling approximately $6,900,000. As the result of this acquisition, the Company has added a large base of potential new customers, added significantly to its value-added business, and acquired a presence in potentially important new market territories not formerly served by Transmation.

During 2001, Transmation, Inc. entered into a joint venture, in which it holds a 49% interest and is the managing partner, to perform calibration services in Puerto Rico. That facility, operational in May 2000, provides on-island services to customers in Puerto Rico and provides Transmation with an advantage over competitors in that region without an on-island facility when seeking new business opportunities.

Transmation’s future performance will depend substantially on its ability to manage its businesses’ operations, to respond to competitive developments, to further develop markets for its products and services, and to anticipate future customer needs and to provide solutions for customers in a timely, cost-effective manner.

The Company’s principal executive offices are located at 10 Vantage Point Drive, Rochester, New York 14624. Its telephone number is (716) 352-7777.

The following information is set forth as it is deemed material to an understanding of the business of the registrant:

Competition

The market to which the Company sells the products it manufactures is highly competitive, and the Company expects that competition will increase in the future. Failure to keep pace with rapid technological advances, which characterize the industry, could adversely affect the Company’s competitive position with respect to the products it manufactures and the way it distributes its products. In its manufacturing operation, the Company competes on the basis of price, performance, inventory availability, quality,

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reliability and customer service and support. To maintain its competitive position with respect to manufactured product, the Company must continue to develop new products, periodically enhance its existing products, reduce its cost of manufacturing such products, maintain the quality of its products and compete effectively in the areas described above. Although the Company believes that its products are competitive in each of the above-described areas, there can be no assurance that existing or future competitors, some of which have greater financial resources than the Company, will not introduce comparable or superior products incorporating more advanced technology at lower prices. The Company’s competitors are numerous, ranging from large corporations to many relatively small and highly specialized firms. Although no single company competes in all of the Company’s product markets, some of the major competitors which compete in the Company’s individual product markets include Fluke, a unit of Danaher, Beta (a division of Hathaway Corporation) and certain divisions of Ametek Corporation. Some of these competitors have more extensive sales, distribution, engineering, manufacturing and/or marketing capabilities and substantially greater financial, technological and personnel resources than does the Company.

The market to which the Company, through Transcat, sells products and related services is also highly competitive. Competition for sales in distribution and service is quite fragmented and ranges from large, well-financed national distributors to small local distribution organizations and service providers, as well as the manufacturers of the products themselves. Transcat competes on the basis of price, inventory availability, service quality and customer service and support. To maintain its competitive position with respect to such products and services, the Company must continually demonstrate to customers its commitment to achieving the highest level of performance possible for a distributor and compete effectively in the areas described above.

Significant Customers

There were no sales to any customer or controlled group which amounted to 10 percent or more of the Company’s consolidated net sales during the years 2001-1999, nor is the Company dependent on a single customer or a few customers, the loss of any one or more of which would have a material adverse effect on the Company.

Backlog

At the close of the fiscal year ended March 31, 2001, Transmation had a firm order backlog of approximately $2,515,000 as compared to $3,125,000 in 2000 and $2,483,000 in 1999.

It is anticipated that 100 percent of Transmation’s backlog existing on March 31, 2001 will be filled by shipments in fiscal year 2002. Transmation’s cycle of sales to delivery at the present time is 1 day to 12 weeks on all product categories. However, backlog has generally not been a significant factor in Transmation’s business.

Seasonality:

Transmation does not believe that its line of business has any significant seasonal factor.

Raw Materials

Finished products required for the Transcat division’s catalog sales are generally available from only one source per product (the manufacturer) although on occasion substitutions of product are possible. Additionally, while the raw materials and components essential to Transmation’s manufacturing business are available from a number of sources of supply, a portion of the Company’s manufacturing operations is dependent on the ability to deliver completed products, sub-assemblies or components in time to meet critical distribution and manufacturing schedules. In certain instances, important parts and components are available through fewer suppliers than Transmation deems suitable. If such suppliers should fail in deliveries, delays in Transmation’s production could result which, in turn, could have a material adverse effect on the Company’s business, prospects, results of operations and financial condition. Periodically, Transmation has experienced delays in obtaining certain parts and components or finished products. Such delays are primarily attributable to demand for parts or products and long lead times. In order to minimize such delays, Transmation has placed scheduled blanket purchase orders, has sought out alternate sources of supply, has provided vendors with greater lead time in filling such orders and has placed certain finished product in its inventory. Transmation believes that such delays have not had a material adverse effect on its business to date, although it cannot predict what affect such delays may have in the future.

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Patents

The Company’s success and ability to compete depends in part upon protecting its proprietary rights in its products, its name and its trade names. There can be no assurance that the measures taken by the Company will be adequate to deter misappropriation of its products, its name and its trade names or independent third-party development of its products, or that its intellectual property rights can be successfully enforced or defended if challenged. Given the continuing development of technology, there can be no assurance that certain aspects of the Company’s products do not or will not infringe upon the existing or future proprietary rights of others or that, if licenses or rights are required to avoid infringement, such licenses or rights could be obtained on terms that would not have a material adverse effect on the Company, if at all.

It is the opinion of Management that the obtaining of patent protection is not essential to the conduct of Transmation’s business. Transmation has, however, sought patent protection for its manufactured products in certain instances and presently holds several United States patents, the most recent of which was granted in 1994; patents expire at various dates through 2012. Transmation believes that the patents obtained provide a short-term marketing benefit, particularly when marketing products against similar products produced by competitors. However, Transmation does not believe that the patents have a significant impact on its business.

Transmation has registered numerous trademarks in the United States Patent and Trademark Office, including Transcat®, Quick-Cal®, CalXpress®, Shop Access®, Auto-Check®, Cal-Plus®, Caltrak®, Pneu-Cal®, Pneu-Cal II®, Quick-Check®, Quik-Pak®, Snap Pack®, T (design)®, Techchek®, Tool Box Tools®, and Transmation®.

Research and Development

During the fiscal year ended March 31, 2001, Transmation expended approximately $1,165,953 in research and development as compared with an approximate expenditure of $1,513,077 in 2000 and $1,616,747 in 1999. The research and development costs in fiscal 2001 reflected the Company’s efforts in all of its product lines in its Products Group.

Research and development is Company sponsored. Approximately 16 of its employees and several consultants are engaged in product development. All such employees hold technical degrees.

Many of the instruments which the Company designs and manufactures are used in the petroleum refining and chemical manufacturing industries. The tolerance for error in the design, manufacture or use of these products may be small or non-existent. If an instrument designed or manufactured by the Company is found to be defective, whether due to design or manufacturing defects, improper use of the product or other reasons, the instrument may need to be recalled, possibly at the Company’s expense. Furthermore, the adverse effect of a product recall on the Company might not be limited to the cost of the recall to the Company. Recalls, especially if accompanied by unfavorable publicity or termination of customer contracts, could result in substantial costs, loss of revenues and diminution of the Company’s reputation, each of which could have a material adverse effect on the Company’s business, prospects, results of operations and financial condition. In addition, the manufacture and sale of the instruments manufactured by the Company also involves the risk of product liability claims. The Company evaluates its insurance coverage from time to time in view of developments in its business and products currently under development. Product liability insurance is expensive and, in the future, may not be available on acceptable terms, in sufficient amounts, or at all. A successful claim brought against the Company in excess of its insurance coverage or any material claim for which insurance coverage is denied or limited could have a material adverse effect on the Company’s business, prospects, results of operations and financial condition.

Employees

At March 31, 2001, Transmation employed 345 persons, including 7 part time. Transmation employed 351 persons, including 3 part time, as of March 31, 2000, and at March 31, 1999, Transmation employed 418 persons, all full time. None of Transmation’s employees is subject to collective bargaining agreements.

Environmental Matters

Registrant does not believe that compliance with Federal, State or Local provisions relating to the protection of the environment have any material effect on its capital expenditures, earnings or competitive position.

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Information as to classes of similar products:

The Company sells and services predominately one type of product, that being test, measurement and calibration products.

Information Regarding Export Sales

Approximately 14.0 percent of Transmation’s sales in 2001 resulted from sales in foreign countries. This compares with 14.9 percent of sales in 2000 and 18.8 percent of sales in 1999. In fiscal 2001, the percentage of foreign sales achieved compared to fiscal 2000 declined primarily as the result of the U.S. dollar being stronger in terms of other currencies throughout 2001 than it was in fiscal 2000. In 2000, the percentage of foreign sales decreased compared to 1999 as the result of the acquisition of Metermaster, Inc. in February 1999. Metermaster’s business is conducted entirely in the United States. Sales in foreign countries generate relatively the same profit margins as domestic sales. During fiscal 1998, many Asian currencies weakened significantly compared to the U.S. dollar and that weakness continued throughout 2001. The Company believes the stronger U.S. dollar contributed to reduce sales in all years 1999-2001, below levels, which would otherwise have been anticipated from Asian markets. Those markets are areas of significant market potential for the Company. Management believes that continued weakness in Asian currencies will have a negative influence on our future sales to Asia although it is impossible to predict the magnitude of such impact. In addition, Transmation’s revenues are subject to the customary risks of operating in an international environment, including the potential imposition of trade or foreign exchange restrictions, tariff and other tax increases, fluctuations in exchange rates and unstable political situations, any one or more of which could have a material adverse effect on the Company’s business, prospects, results of operations and financial condition.

The information contained in Note 2 to the Financial Statements of this report is incorporated herein by reference.

Item 2. Properties

During 1999, Transmation sold its former facility at Mt. Read Boulevard in Rochester, New York for net proceeds totaling approximately $423,000. The operations of both its former Instrument Division manufacturing division and its Altek subsidiary were consolidated into a facility of approximately 27,000 square feet at 35 Vantage Point Drive in Rochester, New York on April 1, 1999. The lease for this space will expire in March 2009.

In addition, Transmation has leased an additional 26,000 square feet of space in Rochester. This space is being used for certain executive, administrative, sales and service purposes. The lease for this space will expire in October 2002.

Various sales office and CalLab space is leased by the Company and its subsidiary, Transmation (Canada), Inc., and is considered adequate to meet both present and future needs in those locations. (See Note 6 to the Financial Statements.)

Generally, Transmation’s present facilities are being fully utilized and are considered suitable for its current needs and there is no present requirement for significant additional space. Any expansion or change in business facilities as the result of a consolidation of manufacturing operations will be made in the future, if necessary.

Item 3. Legal Proceedings

Not Applicable.

Item 4. Submission of Matters to a Vote of Security Holders

Not Applicable.

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Part II

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters

The Company’s Common Stock is traded in NASDAQ under the symbol TRNS. A record of actual transactions in Transmation’s stock is reflected in the following table:

		First Quarter		Second Quarter		Third Quarter		Fourth Quarter
2001	High	$	3.13	$	3.75	$	2.38	$	2.66
	Low	$	2.09	$	1.81	$	0.88	$	0.97
2000	High	$	4.50	$	3.38	$	3.25	$	4.00
	Low	$	2.50	$	2.56	$	1.47	$	2.25

At May 31, 2001, there were approximately 900 shareholders.

The Company has paid no cash dividends since its inception.

During fiscal 2001, the Company issued the following securities which were not registered under the Securities Act of 1933, as amended (the “Act”). Each of such issuances was made by private offering in reliance on the exemption from the registration provisions of the Act provided by Section 4(2) of the Act. The facts relied upon to establish such exemption include the recipients’ representations as to their investment intent with respect to such securities and restrictions on the transfer of such securities imposed by the Company:

(1)	On November 20, 2000, as part of the consideration authorized by the Board of Directors to compensate the Lead Director of the Board for his services theretofore rendered, the Company issued to him 952 shares of Common Stock.
(2)	The Company issued to a consultant and former executive officer of the Company, 4,577 shares of Common Stock earned by him during fiscal 2001 pursuant to a certain Employer Consultant Agreement dated January 24, 2000.

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Item 9. Changes In And Disagreements With Accountants on Accounting and Financial Disclosure

None.

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Part III

The information required by Items 10 through 13 is presented in the definitive proxy statement to be filed pursuant to Regulation 14A which Transmation will file within the period prescribed in connection with the annual meeting of shareholders to be held on August 21, 2001 and which is incorporated herein by reference.

Item 10. Directors and Executive Officers of the Registrant

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management

Item 13. Certain Relationships and Related Transactions

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

3.	Index to Exhibits
	(2)	Plan of acquisition, reorganization, arrangement, liquidation or succession
		NOT APPLICABLE
	(3)	Articles of Incorporation and By-Laws
		(i)	The 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) filed on August 8, 1995, and Exhibit 3 (i) to the Registrant’s Form 10-Q for the quarter ended September 30, 1999.
		(ii)	Bylaws, as amended through August 18, 1987, are incorporated herein by reference to Exhibit (3) to the Registrant’s Form 10-K for the year ended March 31,1988.

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(4)	Instruments defining the rights of security holders, including indentures
	Credit and Loan Agreement dated August 7, 1998 between Transmation, Inc. and KeyBank National Association is incorporated herein by reference to Exhibit 4(a) to the Registrant’s Form 10-Q for the quarter ended September 30, 1998.
	Second Amendment to Credit and Loan Agreement dated as of February 9, 1999 by and among Transmation, Inc., certain Lenders, and KeyBank National Association is incorporated herein by reference to Exhibit 4(b) to the Registrant’s Form 8-K dated February 9, 1999.
	Third Amendment to Credit and Loan Agreement dated as of June 23, 2000 by and among Transmation, Inc., certain Lenders, and KeyBank National Association is incorporated herein by reference to Exhibit 4(a) to the Registrant’s Form 10-Q for the quarter ended June 30, 2000.
	Fourth Amendment to Credit and Loan Agreement dated as of August 24, 2000 by and among Transmation, Inc., certain Lenders, and KeyBank National Association is incorporated herein by reference to Exhibit 4(a) to the Registrant’s Form 10-Q for the quarter ended September 30, 2000.
(9)	Voting Trust Agreement
	NOT APPLICABLE
(10)	Material Contracts
	The documents listed under (4) are incorporated herein by reference.
	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.
	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) filed on August 8, 1995.
	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 Statement No. 33-61665) filed on August 8, 1995.
	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) filed on August 8, 1995.
	Amendment No. 1 to the Transmation, Inc. Directors’ Stock Plan is incorporated herein by reference to Exhibit 10 (i) to the Registrant’s Form 10-Q for the quarter ended September 30, 1995.
	Amendment No. 2 to the Transmation, Inc. Directors’ Stock Plan is incorporated herein by reference to Exhibit 10 (a) to the Registrant’s Form 10-K for the fiscal year ended March 31, 1996.
	Amendment No. 1 to the Transmation, Inc. Employees’ Stock Purchase Plan is incorporated herein by reference to Exhibit 10 (b) to the Registrant’s Form 10-K for the fiscal year ended March 31, 1996.
	Amendment No. 1 to Transmation, Inc. Amended and Restated Directors’ Warrant Plan is incorporated herein by reference to Exhibit II to the Registrant’s Form 10-Q for the quarter ended September 30, 1996.

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Amendments No. 1 and No. 2 to the Transmation, Inc. Amended and Restated 1993 Stock Option Plan are incorporated herein by reference to Exhibits III and IV to the Registrant’s Form 10-Q for the quarter ended September 30, 1996.
Amendment No. 2 to the Transmation, Inc. Employee’s Stock Purchase Plan is incorporated herein by reference to Exhibit V to the Registrant’s Form 10-Q for the quarter ended September 30, 1996.
Amendment No. 3 to the Transmation, Inc. Directors’ Stock Plan is incorporated herein by reference to Exhibit 10(a) to the Registrant’s Form 10-K for the year ended March 31, 1997.
Amendment No. 2 to the Transmation, Inc. Amended and Restated Directors’ Warrant Plan is incorporated herein by reference to Exhibit 10(i) to the Registrant’s Form 10-Q for the quarter ended June 30, 1997.
Amendments No. 3 and 4 to the Transmation, Inc. Amended and Restated 1993 Stock Option Plan are incorporated herein by reference to Exhibit 10(j) to the Registrant’s Form 10-Q for the quarter ended September 30, 1997.
Amendment No. 3 to the Transmation, Inc. Employees’ Stock Purchase Plan is incorporated herein by reference to Exhibit 10(k) to the Registrant’s Form 10-Q for the quarter ended September 30, 1997.
Amendment No. 5 to the Transmation, Inc. Directors’ Stock Plan is incorporated herein by reference to Exhibit 10(a) to the Registrant’s Form 10-K for the year ended March 31, 1998.
Amendments No. 3 and 4 to the Transmation, Inc. Amended and Restated Directors’ Warrant Plan are incorporated herein by reference to the Registrant’s definitive proxy material filed on July 7, 1998 in connection with the 1998 Annual Meeting of Shareholders.
Amendment No. 4 to the Transmation, Inc. Directors’ Stock Plan is incorporated herein by reference to Exhibit 10(a) to the Registrant’s Form 10-Q for the quarter ended December 31, 1998 and supercedes Exhibit 10(h) to the Registrant’s Form 10-Q for the quarter ended June 30, 1997.
Amendment No. 5 to the Transmation, Inc. Amended and Restated 1993 Stock Option Plan is incorporated herein by reference to Exhibit 10(a) to the Registrant’s Form 10-K for the fiscal year ended March 31, 1999.
Amendment No. 6 to the Transmation, Inc. Amended and Restated 1993 Stock Option Plan is incorporated herein by reference to Appendix A to the Registrant’s 1999 Preliminary Proxy Statement which was filed in electronic format on June 21, 1999.
Amendment No. 5 to the Transmation, Inc. Amended and Restated Directors’ Warrant Plan is incorporated herein by reference to Appendix B to the Registrant’s 1999 Preliminary Proxy Statement which was filed in electronic format on June 21, 1999.
Amendment No. 7 to the Transmation, Inc. Amended and Restated 1993 Stock Option Plan is incorporated herein by reference to Exhibit 10 (b) to the Registrant's Form 10-K for the fiscal year ended March 31, 2000.
Employment Agreement by and between Transmation, Inc. and Robert G. Klimasewski dated as of April 1, 2000 is incorporated herein by reference to Exhibit 10(a) to the Registrant’s Form 10-Q for the quarter ended June 30, 2000.
Amendment No. 6 to the Transmation, Inc. Directors’ Stock Option Plan is incorporated herein by reference to Exhibit 10(a) to the Registrant’s Form 10-Q for the quarter ended September 30, 2000.
(a)	Amendment No. 8 to the Transmation, Inc. Amended and Restated 1993 Stock Option Plan is included herein as Exhibit 10(a).

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		(b)	Employment Agreement dated as of January 29, 2001 by and between Transmation, Inc. and Peter J. Adamski is included herein as Exhibit 10(b).
	(11)	Statement re Computation of Per Share Earnings
		Computation can be clearly determined from Note 8 to the Financial Statements included herein at Item 8.
	(12)	Statements re Computation of Ratios
		NOT APPLICABLE
	(13)	Annual Report to Security Holders, Form 10-Q or Quarterly Report to Security Holders
		NOT APPLICABLE
	(16)	Letter re Change in Certifying Accountant
		NOT APPLICABLE
	(18)	Letter re Change in Accounting Principles
		NOT APPLICABLE
	(21)	Subsidiaries of Registrant
		Subsidiaries of the Registrant are included herein as Exhibit 21.
	(22)	Published Report Regarding Matters Submitted to Vote of Security Holders
		NOT APPLICABLE
	(23)	Consents of Experts and Counsel
		Consent of PricewaterhouseCoopers LLP will be filed by amendment.
	(24)	Power of Attorney
		NOT APPLICABLE
	(99)	Additional Exhibits
		NOT APPLICABLE
(b)	Report on Form 8-K dated February 1, 2000 was filed during the last quarter of the period covered by this report reporting on Item 5 Other Events and Regulation FD Disclosure.
(c)	See (a) 3. above.
(d)	(1)	NOT APPLICABLE
	(2)	NOT APPLICABLE
	(3)	See Item 8

33

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

TRANSMATION, INC.
By:	/s/ Robert G. Klimasewski	By:	/s/ Cornelius J. Murphy
	Robert G. Klimasewski, President & Chief Executive Officer (Principle Executive Officer)		Cornelius J. Murphy, Chairman of the Board of Directors
Date:	6/29/01	Date:	6/29/01
By:	/s/ Angelo J. Chiarella	By:	/s/ Francis R. Bradley
	Angelo J. Chiarella, Director		Francis R. Bradley, Director
Date:	6/29/01	Date:	6/29/01
By:	/s/ E. Lee Garelick	By:	/s/ Harvey J. Palmer
	E. Lee Garelick, Director		Dr. Harvey J. Palmer, Director
Date:	6/29/01	Date:	6/29/01
By:	/s/ Nancy D. Hessler	By:	/s/ Carl E. Sassano
	Nancy D. Hessler, Director		Carl E. Sassano, Director
Date:	6/29/01	Date:	6/29/01
By:	/s/ Peter J. Adamski	By:	/s/ Paul D. Moore,
	Peter J. Adamski, Vice President Finance & CFO		Paul D. Moore, Director
	(Principle Financial Officer and Principle Accounting Officer)
Date:	6/29/01	Date:	6/29/01

34 EX-10.A 2 l89219aex10-a.txt EXHIBIT 10(A) AMENDMENT NO. 8 TO STOCK OPTION 1 Exhibit 10(a) AMENDMENT NO. 8 TO THE TRANSMATION, INC. AMENDED AND RESTATED 1993 STOCK OPTION PLAN EFFECTIVE FEBRUARY 8, 2001 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 February 8, 2001, as follows: 1. Section 8(b)(vii) of the Plan is hereby renumbered to be Section 8(b)(viii) of the Plan (with the substance of said Section 8(b)(viii), as so renumbered, being unchanged and unaffected by this Amendment and continuing in full force and effect). 2. A new Section 8(b)(vii) 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 the amendment set forth in this Paragraph 2 and continuing in full force and effect): "(vii) Each Option, if any, granted during the 2001 calendar year shall vest and become exercisable as follows: "(A) 25 percent of the Option shall first become exercisable on the date, if any, after the Grant Date on which Fair Market Value shall have equaled or exceeded $3.50 per share for any 20 of 30 consecutive trading days; "(B) an additional 25 percent of the Option shall first become exercisable on the date, if any, after January 1, 2002 on which Fair Market Value shall have equaled or exceeded $6.00 per share for any 20 of 30 consecutive trading days; "(C) an additional 25 percent of the Option shall first become exercisable on the date, if any, after January 1, 2003 on which Fair Market Value shall have equaled or exceeded $9.00 per share for any 20 of 30 consecutive trading days; and EX-10.B 3 l89219aex10-b.txt EXHIBIT 10(B) EMPLOYMENT AGREEMENT 1 Exhibit 10(b) EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "AGREEMENT") has been made as of January 29, 2001 by and between TRANSMATION, INC., an Ohio corporation (the "CORPORATION"), and PETER J. ADAMSKI (the "EMPLOYEE"). The parties agree as follows: 1. MUTUAL AGREEMENT OF THE PARTIES. The Corporation hereby agrees to employ the Employee, and the Employee hereby agrees to accept such employment, for the period and on the terms and conditions set forth in this Agreement. 2. TERM OF EMPLOYMENT. The term of this Agreement and of the Employee's employment hereunder (the "TERM") shall commence on the date hereof and shall expire on January 28, 2004, subject to earlier termination as provided by Section 9 hereof. As used herein, the term "YEAR" shall mean any period during the Term commencing on January 29 and ending on the next succeeding January 28. 3. AUTHORITY AND DUTIES. During the Term, the Employee shall be the Chief Financial Officer of the Corporation. As such, he shall: (a) report and be responsible to the President and CEO of the Corporation (the "PRESIDENT AND CEO"); (b) be responsible for all of the financial aspects of the Corporation including without limitation banking and financing matters, logistics, facilities, management information systems, secretarial reporting, tax compliance, financial statement preparation and accuracy and cash flow; and (c) have and exercise such powers and authority as are customarily enjoyed by a Chief Financial Officer of a corporation, subject only to direction by the President and CEO and the Board of Directors of the Corporation (the "BOARD OF DIRECTORS"). The Employee shall devote his full business time, attention and energies to the affairs of the Corporation, and shall use his best efforts to promote its best interests. 4. COMPENSATION. During the Term, the Corporation shall pay to the Employee, and the Employee shall accept, as compensation for all services rendered under this Agreement, the compensation provided by this Section 4. (a) SALARY. The Corporation shall pay the Employee a cash salary at the annual rates of (i) $195,000 during the first Year of the Term, (ii) $220,000 during the second Year of the Term, and (iii) $238,000 during the third Year of the Term. Such salary shall be payable at such intervals (but not less often than biweekly or semi-monthly) as the Corporation pays the salaries of other senior executives during the Term. (b) ANNUAL BONUS. The Corporation shall pay the Employee, in respect of each Year (or portion thereof) during the Term, a bonus (if any) paid under and pursuant to the terms of the Corporation's Annual Executive Bonus Plan adopted by the Compensation, Benefits and Stock Options Committee and the Board of Directors for the then-current fiscal year of the Corporation, except that a bonus shall be paid during the first Year amounting to $25,000 pursuant to the formula set forth in EXHIBIT A annexed hereto. 2 (c) STOCK OPTIONS. The Compensation, Benefits and Stock Options Committee of the Corporation shall approve a 75,000-share incentive stock option grant to the Employee at its first meeting after the date of this Agreement. 5. BENEFITS. (a) VACATION. During the Term, the Employee shall be entitled to the same amount of paid vacation time per annum as the Corporation provides its other senior executives. (b) AUTOMOBILE ALLOWANCE. During the Term, the Corporation shall provide the Employee with an automobile allowance in the amount of $750 per month. (c) OTHER BENEFITS. During the Term, the Corporation shall, at its expense, provide in the name and for the benefit of the Employee and his designated beneficiaries all fringe benefit plans and programs which the Corporation then provides for its senior executives, except if and to the extent that the Employee waives his rights hereto. Nothing contained herein shall be deemed to restrict or limit the right of the Corporation at any time to modify, amend or terminate any or all such fringe benefit plans and programs. 6. BUSINESS EXPENSES. The Corporation shall pay or reimburse the Employee for all reasonable travel and other expenses incurred or paid by him in connection with the performance of his duties under this Agreement, upon presentation to the Corporation of expense statements or vouchers and such other supporting documentation as it may, from time to time, reasonably require; provided, however, that the amount available for such expenses may, at any time or from time to time, be fixed in advance by the Board of Directors. 7. NON-COMPETITION. The Employee agrees that during the Term he shall not, without the express written consent of the Corporation, engage directly or indirectly (whether by means of stock ownership or otherwise) in any business which is in competition, directly or indirectly, with the business of the Corporation. A direct or indirect investment by the Employee in less than 5 percent of the total capital of any such competitive enterprise or business whose stock is publicly traded shall not be deemed a violation of this Section 7. 8. CONFIDENTIALITY. The Employee acknowledges that in the course of his employment by the Corporation, he will have access to confidential information relating to the business and affairs of the Corporation, including without limitation information relating to business ideas, trade secrets, product development, secret processes, plans and/or materials, statistical information and customer lists. The Employee agrees that he will not, either during the Term or after its expiration, without the prior express written consent of the Corporation, disclose, divulge, furnish, release or otherwise make available to any person or entity any of such confidential information, except for: (a) disclosures made, in furtherance of the Corporation's interests, with the approval or at the direction of the President and CEO or investment bankers (if any) retained by the Corporation, and (b) disclosures of information which, through no breach of the Employee's obligations under this Section 8, is no longer confidential. 2 3 9. TERMINATION. (a) TERMINATION. This Agreement and the Employee's employment hereunder shall terminate at the close of business on the earliest of the following dates: (i) January 28, 2004; or (ii) the date of the Employee's death; or (iii) the thirtieth day following the date on which the Corporation receives written notice of the Employee's termination of this Agreement; or (iv) the thirtieth day following the date on which the Employee receives written notice of the President and CEO's termination of this Agreement with or without "Cause" (as defined in Section 9(b) hereof). (b) CAUSE FOR TERMINATION. For purposes of this Agreement, the term "Cause" shall mean a reasonable determination by vote of a majority of the members of the Board of Directors then holding office (other than the Employee if he shall then be a Director) that one of the following conditions exists or one of the following events has occurred: (i) the willful misconduct or gross negligence of the Employee in connection with the performance of his duties hereunder; or (ii) the Employee's conviction of any crime or offense involving money, property or personnel of the Corporation, or of any other crime which constitutes a felony; or (iii) the Employee's use, possession or being under the influence of any narcotic or controlled substance while at work, or his being under the influence of any alcoholic beverage while at work; or (iv) subject to the further provisions of this Section 9(b), the Corporation's failure to achieve as of the close of any fiscal quarter, half-year or year of the Corporation (each, a "FISCAL PERIOD") during the Term the net income required by the budget for that Fiscal Period adopted by the Board of the Directors, subject to the exception from the budget of such extraordinary items as the Board of Directors may, in its discretion, approve from time to time. It is the intention of the Corporation and the Employee that the circumstances contemplated by Section 9(b)(iv) hereof be fair reflections of the Employee's performance as the Corporation's Chief Financial Officer. To that end, the President and CEO and the Employee shall both act in good faith in the creation and adoption of each such budget and the consideration of each such exception. 10. SEVERANCE. (a) CERTAIN DEFINITIONS. As used herein: 3 4 (i) "TOTAL COMPENSATION" means and includes without limitation salary, bonuses (if any), benefits (if any) and compensation (if any) in the form of stock or options to purchase stock; provided, however, that any such compensation that is payable to the Employee other than in cash shall be valued for the purposes of this Section 10 at its fair market value on the date it is payable. (ii) "NORMAL TERMINATION DATE" means the applicable date of termination specified in Section 9(a) hereof. (iii) A "CHANGE IN CONTROL" shall have occurred if: (A) the Corporation is merged or consolidated with another entity and as a result thereof less than 50 percent of the outstanding voting securities of the surviving or resulting entity shall then be owned in the aggregate by the former shareholders of the Corporation; or (B) as a result of, or in connection with, any tender offer or exchange offer, merger or other business combination, or sale of other disposition of assets, or any combination of the foregoing transactions, persons constituting a majority of the Board on the date hereof shall not constitute a majority of the Board of Directors of the surviving or resulting entity; or (C) a tender offer or exchange for the ownership of securities of the Corporation representing over 50 percent of the combined voting power of the Corporation's then outstanding voting securities is made and consummated; or (D) any "person", including a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, is or becomes, directly or indirectly, the beneficial owner of securities of the Corporation representing over 50 percent of the combined voting power of the Corporation's then outstanding securities. (iv) "SUCCESSOR" means any successor to the assets, rights or business of the Corporation as a result of a Change in Control, including without limitation the Corporation if it is the surviving or resulting entity of the Change in Control. (v) "TRIGGER TERMINATION" means any termination, after the effective date of a Change in Control, of this Agreement, except for the following terminations which are not Trigger Terminations: (A) the Employee's voluntary termination for reasons other than a Material Change (as hereinafter defined); (B) termination upon the Employee's death or total disability; and (C) termination by expiration of the Term on January 28, 2004. (v) "MATERIAL CHANGE" means any or all of the following: (A) a change by the Successor in the nature or scope of the Employee's authority, duties or responsibilities, from those applicable to him immediately prior to the 4 5 Change in Control, that is so substantial and material a reduction, or so substantially and materially burdensome, as would make a reasonable person determine not to continue such employment (it being the intent hereof to include in the definition of "Material Change" a change that would, in effect, force the Employee to terminate his employment voluntarily, but to exclude from the definition of "Material Change" a change that is ordinary and customary in the course of any change in control of a business); or (B) any reduction in the aggregate annual amount of compensation and benefits payable to the Employee by the Successor from that payable to him by the Corporation immediately prior to the Change in Control; or (C) a change in the location of the Employee's principal place of employment, without his express written consent, to a location which is outside the general metropolitan area of Rochester, New York. (b) SEVERANCE PAYMENT IF TERMINATION WITHOUT CAUSE. In the event that the Corporation terminates this Agreement without Cause, the Corporation shall pay to the Employee as severance an amount equal to the greater of: (i) the Total Compensation payable to the Employee by the Corporation during the 12 months immediately preceding the Termination Date; or (ii) the Total Compensation that would have been payable to the Employee hereunder from the Termination Date until January 28, 2004 had this Agreement not been terminated. Such severance amount shall be paid to the Employee in cash within 30 days following the Termination Date unless and to the extent that the Employee determines otherwise. (c) SEVERANCE PAYMENT IF TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL. In the event that a Trigger Termination occurs during the Term, the Successor shall pay to the Employee as severance an amount equal to 300 percent of the Total Compensation payable to the Employee by the Corporation or the Successor during the 12 months immediately preceding the effective date of the Trigger Termination. Such severance amount shall be paid to the Employee in cash within 30 days following the effective date of the Trigger Termination unless and to the extent that the Employee determines otherwise. (d) REDUCTION OF SEVERANCE AMOUNT IN CERTAIN CIRCUMSTANCES. (i) Notwithstanding anything in this Agreement or any other agreement to the contrary, in the event that it is determined that any payment or distribution by the Successor, any affiliate thereof or any other person to or for the benefit of the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, pursuant to any other plan of deferred compensation, or pursuant to any other agreement or arrangement with the Successor or any affiliate thereof now or hereafter in effect (a "PAYMENT"), would be subject to the excise tax imposed by Section 4999, or the denial of deductions imposed by Section 280G, of the Internal Revenue Code of 1986, as amended, or any successor statute thereto (the "TAX PENALTY"), then the Payments made to or for the benefit of the Employee pursuant to this Agreement shall be reduced such that the aggregate present value is maximized without causing any payment to be subject to the Tax Penalty (the "REDUCED AMOUNT"). In the alternative, at the sole discretion of the Successor, the full amount of the Payments may be made to the Employee 5 6 and the Employee shall be entitled to receive an additional payment (a "GROSS-UP PAYMENT") in an amount such that after payment by the Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including any excise tax, imposed upon the Gross-Up Payment, Employee retains an amount of the Gross-Up Payment equal to the excise tax imposed upon the Payments. (ii) An initial determination as to whether a Tax Penalty would be imposed, and the amount of the Reduced Amount required by Section 10(d)(i) hereof or any Gross-Up Payment elected by the Successor, shall be made by a national independent accounting firm not regularly engaged by the Employee or the Successor and mutually acceptable to Employee and the Successor (the "ACCOUNTING FIRM"). All fees, costs and expenses of the Accounting Firm shall be borne by the Successor, which shall pay such fees, costs and expenses as they become due. The Accounting Firm shall promptly provide detailed supporting calculations, acceptable to the Employee and the Successor, to them. The amount of the Reduced Amount or, if elected by the Successor, the full Payment plus the Gross-Up Payment, if any, as determined pursuant to this Section 10(d)(ii) shall be paid by the Successor to the Employee within five business days of receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Tax Penalty would be imposed, the Successor and the Employee shall use their best efforts to ensure that the Accounting Firm furnishes both the Employee and the Successor with an unqualified opinion to that effect. Any such initial determination by the Accounting Firm of the Reduced Amount and/or the Gross-Up Payment shall be binding upon the Successor and the Employee. (iii) In the event that it is determined that an excise tax will be imposed on any Payments, the Successor shall pay to the applicable governmental taxing authorities as excise tax withholding, the amount of the excise tax that the Successor has actually withheld from the Payments. (e) RELATED MATTERS. (i) The Employee shall not be required to mitigate the amount of any severance payable hereunder by seeking other employment or otherwise, nor shall the amount of any severance payable hereunder be reduced by any compensation earned by the Employee as the result of his employment by another employer or otherwise. (ii) The provisions of this Section 10 shall not affect the Employee's right to receive all earned but unpaid salary or bonus, accrued but unpaid vacation pay, and submitted but outstanding travel or other expenses due and owing from the Corporation or the Successor on the effective date of termination of this Agreement, or any incentive compensation earned but unpaid prior to or coincidental with the effective date of such termination, all of which shall be paid to the Employee when ordinarily payable under the Corporation's or the Successor's plans, programs and practices. (f) EXCLUSIVITY. The Employee shall not be entitled to any severance except as expressly provided by this Section 10. 11. IN GENERAL. 6 7 (a) BINDING OBLIGATION. This Agreement shall be binding upon and shall inure to the benefit of the Employee and his personal representatives, and the Corporation and its successors and assigns, including without limitation the Successor and any other successor to the business of the Corporation, whether by way of merger, reorganization, transfer or assets or otherwise. The term "Corporation" as used herein shall include all such successors and assigns. (b) NOTICES. Any notice required or permitted by this Agreement shall be given by hand or by certified mail, return receipt requested, addressed to the Corporation at its then principal office, or to the Employee at his then residence address, or to either party at such other address as it or he may from time to time specify for the purpose in a notice similarly given to the other party. (c) APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such State. (d) ENTIRE AGREEMENT, ETC. This Agreement contains the entire understanding of the parties relating to the subject matter hereof, and supersedes all prior agreements, arrangements and understandings, written or oral, between the parties with respect to the subject matter hereof. No modification of this Agreement shall be valid unless it is in writing and signed by the Corporation and by the Employee. A waiver of the breach of any term or condition of this Agreement shall not be deemed to constitute a waiver of any subsequent breach of the same or any other term or condition. IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the day and year first above written. TRANSMATION, INC. By: /s/ Robert G. Klimasewski -------------------------- Robert G. Klimasewski President and CEO /s/ Peter J. Adamski -------------------------- PETER J. ADAMSKI 7 EX-21 4 l89219aex21.txt EXHIBIT 21 SUBSIDIARIRES OF REGISTRANT 1 EXHIBIT 21 Subsidiaries of Registrant Subsidiary Jurisdiction ---------- ------------ Altek Industries Corp. New York Transmation Singapore Pte. Ltd. Singapore Transmation (Canada) Inc. Canada Transcat, FSC U.S. Virgin Islands MetersandInstruments.com New York -----END PRIVACY-ENHANCED MESSAGE-----

EX-10.A

   1

                                                                   Exhibit 10(a)

                                 AMENDMENT NO. 8
                                     TO THE
                                TRANSMATION, INC.
                   AMENDED AND RESTATED 1993 STOCK OPTION PLAN

                           EFFECTIVE FEBRUARY 8, 2001


         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 February 8, 2001,
as follows:

               1. Section 8(b)(vii) of the Plan is hereby renumbered to be
Section 8(b)(viii) of the Plan (with the substance of said Section 8(b)(viii),
as so renumbered, being unchanged and unaffected by this Amendment and
continuing in full force and effect).

               2. A new Section 8(b)(vii) 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 the
amendment set forth in this Paragraph 2 and continuing in full force and
effect):

                             "(vii) Each Option, if any, granted during the 2001
               calendar year shall vest and become exercisable as follows:

                                    "(A) 25 percent of the Option shall first
                             become exercisable on the date, if any, after the
                             Grant Date on which Fair Market Value shall have
                             equaled or exceeded $3.50 per share for any 20 of
                             30 consecutive trading days;

                                    "(B) an additional 25 percent of the Option
                             shall first become exercisable on the date, if any,
                             after January 1, 2002 on which Fair Market Value
                             shall have equaled or exceeded $6.00 per share for
                             any 20 of 30 consecutive trading days;

                                    "(C) an additional 25 percent of the Option
                             shall first become exercisable on the date, if any,
                             after January 1, 2003 on which Fair Market Value
                             shall have equaled or exceeded $9.00 per share for
                             any 20 of 30 consecutive trading days; and

EX-10.B

   1
                                                                   Exhibit 10(b)


                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT (this "AGREEMENT") has been made as of
January 29, 2001 by and between TRANSMATION, INC., an Ohio corporation (the
"CORPORATION"), and PETER J. ADAMSKI (the "EMPLOYEE").

         The parties agree as follows:

1. MUTUAL AGREEMENT OF THE PARTIES. The Corporation hereby agrees to employ the
Employee, and the Employee hereby agrees to accept such employment, for the
period and on the terms and conditions set forth in this Agreement.

2. TERM OF EMPLOYMENT. The term of this Agreement and of the Employee's
employment hereunder (the "TERM") shall commence on the date hereof and shall
expire on January 28, 2004, subject to earlier termination as provided by
Section 9 hereof. As used herein, the term "YEAR" shall mean any period during
the Term commencing on January 29 and ending on the next succeeding January 28.

3. AUTHORITY AND DUTIES. During the Term, the Employee shall be the Chief
Financial Officer of the Corporation. As such, he shall: (a) report and be
responsible to the President and CEO of the Corporation (the "PRESIDENT AND
CEO"); (b) be responsible for all of the financial aspects of the Corporation
including without limitation banking and financing matters, logistics,
facilities, management information systems, secretarial reporting, tax
compliance, financial statement preparation and accuracy and cash flow; and (c)
have and exercise such powers and authority as are customarily enjoyed by a
Chief Financial Officer of a corporation, subject only to direction by the
President and CEO and the Board of Directors of the Corporation (the "BOARD OF
DIRECTORS"). The Employee shall devote his full business time, attention and
energies to the affairs of the Corporation, and shall use his best efforts to
promote its best interests.

4. COMPENSATION. During the Term, the Corporation shall pay to the Employee, and
the Employee shall accept, as compensation for all services rendered under this
Agreement, the compensation provided by this Section 4.

         (a) SALARY. The Corporation shall pay the Employee a cash salary at the
annual rates of (i) $195,000 during the first Year of the Term, (ii) $220,000
during the second Year of the Term, and (iii) $238,000 during the third Year of
the Term. Such salary shall be payable at such intervals (but not less often
than biweekly or semi-monthly) as the Corporation pays the salaries of other
senior executives during the Term.

         (b) ANNUAL BONUS. The Corporation shall pay the Employee, in respect of
each Year (or portion thereof) during the Term, a bonus (if any) paid under and
pursuant to the terms of the Corporation's Annual Executive Bonus Plan adopted
by the Compensation, Benefits and Stock Options Committee and the Board of
Directors for the then-current fiscal year of the Corporation, except that a
bonus shall be paid during the first Year amounting to $25,000 pursuant to the
formula set forth in EXHIBIT A annexed hereto.

   2

         (c) STOCK OPTIONS. The Compensation, Benefits and Stock Options
Committee of the Corporation shall approve a 75,000-share incentive stock option
grant to the Employee at its first meeting after the date of this Agreement.

5. BENEFITS.

         (a) VACATION. During the Term, the Employee shall be entitled to the
same amount of paid vacation time per annum as the Corporation provides its
other senior executives.

         (b) AUTOMOBILE ALLOWANCE. During the Term, the Corporation shall
provide the Employee with an automobile allowance in the amount of $750 per
month.

         (c) OTHER BENEFITS. During the Term, the Corporation shall, at its
expense, provide in the name and for the benefit of the Employee and his
designated beneficiaries all fringe benefit plans and programs which the
Corporation then provides for its senior executives, except if and to the extent
that the Employee waives his rights hereto. Nothing contained herein shall be
deemed to restrict or limit the right of the Corporation at any time to modify,
amend or terminate any or all such fringe benefit plans and programs.

6. BUSINESS EXPENSES. The Corporation shall pay or reimburse the Employee for
all reasonable travel and other expenses incurred or paid by him in connection
with the performance of his duties under this Agreement, upon presentation to
the Corporation of expense statements or vouchers and such other supporting
documentation as it may, from time to time, reasonably require; provided,
however, that the amount available for such expenses may, at any time or from
time to time, be fixed in advance by the Board of Directors.

7. NON-COMPETITION. The Employee agrees that during the Term he shall not,
without the express written consent of the Corporation, engage directly or
indirectly (whether by means of stock ownership or otherwise) in any business
which is in competition, directly or indirectly, with the business of the
Corporation. A direct or indirect investment by the Employee in less than 5
percent of the total capital of any such competitive enterprise or business
whose stock is publicly traded shall not be deemed a violation of this Section
7.

8. CONFIDENTIALITY. The Employee acknowledges that in the course of his
employment by the Corporation, he will have access to confidential information
relating to the business and affairs of the Corporation, including without
limitation information relating to business ideas, trade secrets, product
development, secret processes, plans and/or materials, statistical information
and customer lists. The Employee agrees that he will not, either during the Term
or after its expiration, without the prior express written consent of the
Corporation, disclose, divulge, furnish, release or otherwise make available to
any person or entity any of such confidential information, except for: (a)
disclosures made, in furtherance of the Corporation's interests, with the
approval or at the direction of the President and CEO or investment bankers (if
any) retained by the Corporation, and (b) disclosures of information which,
through no breach of the Employee's obligations under this Section 8, is no
longer confidential.


                                       2

   3

9. TERMINATION.

         (a) TERMINATION. This Agreement and the Employee's employment hereunder
shall terminate at the close of business on the earliest of the following dates:

             (i)   January 28, 2004; or

             (ii)  the date of the Employee's death; or

             (iii) the thirtieth day following the date on which the Corporation
receives written notice of the Employee's termination of this Agreement; or

             (iv)  the thirtieth day following the date on which the Employee
receives written notice of the President and CEO's termination of this Agreement
with or without "Cause" (as defined in Section 9(b) hereof).

         (b) CAUSE FOR TERMINATION. For purposes of this Agreement, the term
"Cause" shall mean a reasonable determination by vote of a majority of the
members of the Board of Directors then holding office (other than the Employee
if he shall then be a Director) that one of the following conditions exists or
one of the following events has occurred:

             (i)   the willful misconduct or gross negligence of the Employee
in connection with the performance of his duties hereunder; or

             (ii)  the Employee's conviction of any crime or offense involving
money, property or personnel of the Corporation, or of any other crime which
constitutes a felony; or

             (iii) the Employee's use, possession or being under the influence
of any narcotic or controlled substance while at work, or his being under the
influence of any alcoholic beverage while at work; or

             (iv)  subject to the further provisions of this Section 9(b), the
Corporation's failure to achieve as of the close of any fiscal quarter,
half-year or year of the Corporation (each, a "FISCAL PERIOD") during the Term
the net income required by the budget for that Fiscal Period adopted by the
Board of the Directors, subject to the exception from the budget of such
extraordinary items as the Board of Directors may, in its discretion, approve
from time to time.

It is the intention of the Corporation and the Employee that the circumstances
contemplated by Section 9(b)(iv) hereof be fair reflections of the Employee's
performance as the Corporation's Chief Financial Officer. To that end, the
President and CEO and the Employee shall both act in good faith in the creation
and adoption of each such budget and the consideration of each such exception.

10. SEVERANCE.

         (a) CERTAIN DEFINITIONS. As used herein:



                                       3

   4

             (i) "TOTAL COMPENSATION" means and includes without limitation
salary, bonuses (if any), benefits (if any) and compensation (if any) in the
form of stock or options to purchase stock; provided, however, that any such
compensation that is payable to the Employee other than in cash shall be valued
for the purposes of this Section 10 at its fair market value on the date it is
payable.

             (ii) "NORMAL TERMINATION DATE" means the applicable date of
termination specified in Section 9(a) hereof.

             (iii) A "CHANGE IN CONTROL" shall have occurred if:

                   (A) the Corporation is merged or consolidated with another
entity and as a result thereof less than 50 percent of the outstanding voting
securities of the surviving or resulting entity shall then be owned in the
aggregate by the former shareholders of the Corporation; or

                   (B) as a result of, or in connection with, any tender offer
or exchange offer, merger or other business combination, or sale of other
disposition of assets, or any combination of the foregoing transactions, persons
constituting a majority of the Board on the date hereof shall not constitute a
majority of the Board of Directors of the surviving or resulting entity; or

                   (C) a tender offer or exchange for the ownership of
securities of the Corporation representing over 50 percent of the combined
voting power of the Corporation's then outstanding voting securities is made and
consummated; or

                   (D) any "person", including a "group" within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, is or
becomes, directly or indirectly, the beneficial owner of securities of the
Corporation representing over 50 percent of the combined voting power of the
Corporation's then outstanding securities.

             (iv) "SUCCESSOR" means any successor to the assets, rights or
business of the Corporation as a result of a Change in Control, including
without limitation the Corporation if it is the surviving or resulting entity of
the Change in Control.

             (v) "TRIGGER TERMINATION" means any termination, after the
effective date of a Change in Control, of this Agreement, except for the
following terminations which are not Trigger Terminations: (A) the Employee's
voluntary termination for reasons other than a Material Change (as hereinafter
defined); (B) termination upon the Employee's death or total disability; and (C)
termination by expiration of the Term on January 28, 2004.

             (v) "MATERIAL CHANGE" means any or all of the following:

                 (A) a change by the Successor in the nature or scope of the
Employee's authority, duties or responsibilities, from those applicable to him
immediately prior to the


                                       4

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Change in Control, that is so substantial and material a reduction, or so
substantially and materially burdensome, as would make a reasonable person
determine not to continue such employment (it being the intent hereof to include
in the definition of "Material Change" a change that would, in effect, force the
Employee to terminate his employment voluntarily, but to exclude from the
definition of "Material Change" a change that is ordinary and customary in the
course of any change in control of a business); or

                   (B) any reduction in the aggregate annual amount of
compensation and benefits payable to the Employee by the Successor from that
payable to him by the Corporation immediately prior to the Change in Control; or

                   (C) a change in the location of the Employee's principal
place of employment, without his express written consent, to a location which is
outside the general metropolitan area of Rochester, New York.

         (b) SEVERANCE PAYMENT IF TERMINATION WITHOUT CAUSE. In the event that
the Corporation terminates this Agreement without Cause, the Corporation shall
pay to the Employee as severance an amount equal to the greater of: (i) the
Total Compensation payable to the Employee by the Corporation during the 12
months immediately preceding the Termination Date; or (ii) the Total
Compensation that would have been payable to the Employee hereunder from the
Termination Date until January 28, 2004 had this Agreement not been terminated.
Such severance amount shall be paid to the Employee in cash within 30 days
following the Termination Date unless and to the extent that the Employee
determines otherwise.

         (c) SEVERANCE PAYMENT IF TERMINATION IN CONNECTION WITH A CHANGE IN
CONTROL. In the event that a Trigger Termination occurs during the Term, the
Successor shall pay to the Employee as severance an amount equal to 300 percent
of the Total Compensation payable to the Employee by the Corporation or the
Successor during the 12 months immediately preceding the effective date of the
Trigger Termination. Such severance amount shall be paid to the Employee in cash
within 30 days following the effective date of the Trigger Termination unless
and to the extent that the Employee determines otherwise.

         (d) REDUCTION OF SEVERANCE AMOUNT IN CERTAIN CIRCUMSTANCES.

             (i) Notwithstanding anything in this Agreement or any other
agreement to the contrary, in the event that it is determined that any payment
or distribution by the Successor, any affiliate thereof or any other person to
or for the benefit of the Employee, whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement, pursuant to any other
plan of deferred compensation, or pursuant to any other agreement or arrangement
with the Successor or any affiliate thereof now or hereafter in effect (a
"PAYMENT"), would be subject to the excise tax imposed by Section 4999, or the
denial of deductions imposed by Section 280G, of the Internal Revenue Code of
1986, as amended, or any successor statute thereto (the "TAX PENALTY"), then the
Payments made to or for the benefit of the Employee pursuant to this Agreement
shall be reduced such that the aggregate present value is maximized without
causing any payment to be subject to the Tax Penalty (the "REDUCED AMOUNT"). In
the alternative, at the sole discretion of the Successor, the full amount of the
Payments may be made to the Employee


                                       5

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and the Employee shall be entitled to receive an additional payment (a "GROSS-UP
PAYMENT") in an amount such that after payment by the Employee of all taxes
(including any interest or penalties imposed with respect to such taxes),
including any excise tax, imposed upon the Gross-Up Payment, Employee retains an
amount of the Gross-Up Payment equal to the excise tax imposed upon the
Payments.

             (ii) An initial determination as to whether a Tax Penalty would be
imposed, and the amount of the Reduced Amount required by Section 10(d)(i)
hereof or any Gross-Up Payment elected by the Successor, shall be made by a
national independent accounting firm not regularly engaged by the Employee or
the Successor and mutually acceptable to Employee and the Successor (the
"ACCOUNTING FIRM"). All fees, costs and expenses of the Accounting Firm shall be
borne by the Successor, which shall pay such fees, costs and expenses as they
become due. The Accounting Firm shall promptly provide detailed supporting
calculations, acceptable to the Employee and the Successor, to them. The amount
of the Reduced Amount or, if elected by the Successor, the full Payment plus the
Gross-Up Payment, if any, as determined pursuant to this Section 10(d)(ii) shall
be paid by the Successor to the Employee within five business days of receipt of
the Accounting Firm's determination. If the Accounting Firm determines that no
Tax Penalty would be imposed, the Successor and the Employee shall use their
best efforts to ensure that the Accounting Firm furnishes both the Employee and
the Successor with an unqualified opinion to that effect. Any such initial
determination by the Accounting Firm of the Reduced Amount and/or the Gross-Up
Payment shall be binding upon the Successor and the Employee.

             (iii) In the event that it is determined that an excise tax will be
imposed on any Payments, the Successor shall pay to the applicable governmental
taxing authorities as excise tax withholding, the amount of the excise tax that
the Successor has actually withheld from the Payments.

         (e) RELATED MATTERS.

             (i) The Employee shall not be required to mitigate the amount of
any severance payable hereunder by seeking other employment or otherwise, nor
shall the amount of any severance payable hereunder be reduced by any
compensation earned by the Employee as the result of his employment by another
employer or otherwise.

             (ii) The provisions of this Section 10 shall not affect the
Employee's right to receive all earned but unpaid salary or bonus, accrued but
unpaid vacation pay, and submitted but outstanding travel or other expenses due
and owing from the Corporation or the Successor on the effective date of
termination of this Agreement, or any incentive compensation earned but unpaid
prior to or coincidental with the effective date of such termination, all of
which shall be paid to the Employee when ordinarily payable under the
Corporation's or the Successor's plans, programs and practices.

         (f) EXCLUSIVITY. The Employee shall not be entitled to any severance
except as expressly provided by this Section 10.

11. IN GENERAL.

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         (a) BINDING OBLIGATION. This Agreement shall be binding upon and shall
inure to the benefit of the Employee and his personal representatives, and the
Corporation and its successors and assigns, including without limitation the
Successor and any other successor to the business of the Corporation, whether by
way of merger, reorganization, transfer or assets or otherwise. The term
"Corporation" as used herein shall include all such successors and assigns.

         (b) NOTICES. Any notice required or permitted by this Agreement shall
be given by hand or by certified mail, return receipt requested, addressed to
the Corporation at its then principal office, or to the Employee at his then
residence address, or to either party at such other address as it or he may from
time to time specify for the purpose in a notice similarly given to the other
party.

         (c) APPLICABLE LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York applicable to agreements
made and to be performed entirely within such State.

         (d) ENTIRE AGREEMENT, ETC. This Agreement contains the entire
understanding of the parties relating to the subject matter hereof, and
supersedes all prior agreements, arrangements and understandings, written or
oral, between the parties with respect to the subject matter hereof. No
modification of this Agreement shall be valid unless it is in writing and signed
by the Corporation and by the Employee. A waiver of the breach of any term or
condition of this Agreement shall not be deemed to constitute a waiver of any
subsequent breach of the same or any other term or condition.

         IN WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement as of the day and year first above written.

                                 TRANSMATION, INC.



                                 By:      /s/ Robert G. Klimasewski
                                          --------------------------
                                          Robert G. Klimasewski
                                          President and CEO



                                          /s/ Peter J. Adamski
                                          --------------------------
                                          PETER J. ADAMSKI



                                       7

EX-21

   1
                                   EXHIBIT 21


                           Subsidiaries of Registrant


                   Subsidiary                               Jurisdiction
                   ----------                               ------------


Altek Industries Corp.                                      New York


Transmation Singapore Pte. Ltd.                             Singapore


Transmation (Canada) Inc.                                   Canada


Transcat, FSC                                               U.S. Virgin Islands


MetersandInstruments.com                                    New York