ITEM 1. BUSINESS.
Gamma Biologicals, Inc. (which, together with its subsidiaries is herein referred to as the "company" or "Gamma") manufactures reagents and systems used for in-vitro diagnostic testing. The reagents are sold to hospitals, blood centers and medical laboratories where they are used to detect the presence of diagnostically significant substances in biological fluids, primarily human blood. The company also develops test systems, which use certain of the company's reagents and serve to standardize test procedures. See "New Technology" and "Products Under Development - Gamma ReACT/TM/ System".
The company's current products are used in a number of applications, including:
. grouping donor and patient bloods and performing compatibility tests prior to transfusion
. detecting hemolytic disease of the newborn
. identifying antibodies and certain inherited blood group antigens
. screening for certain human diseases
Gamma markets its products to over 3,500 hospitals, blood centers and laboratories in the United States and Canada, and to dealers in approximately 50 countries. Domestic sales are made through the company's direct sales force, as well as through distributors. Internationally, the company sells its products and products manufactured by others through independent dealers.
CURRENT PRODUCTS
Most of the company's sales are derived from products used in tests performed to determine the ABO and Rh groups of hospital patients and blood donors, to detect and identify antibodies, to confirm compatibility between blood donors and patients, and in routine prenatal care. Antibodies are serum components produced in reaction to the introduction of foreign substances into the body through transfusion, pregnancy or other mechanisms. The company's reagent red cell products are used to test patients' blood specimens for antibodies and, if antibodies are present, to determine their identity, thereby enabling suitable donor blood to be selected. The selection of proper donor blood is also aided by testing with the company's line of other blood grouping reagents. Blood grouping reagents are products prepared from serum (the liquid portion) of blood drawn from immunized human donors, from antibodies secreted by monoclonal cell lines (hybridomas), and certain seed extracts (lectins). After an appropriate donor blood has been selected for transfusion to a patient, a direct test of compatibility is commonly performed using patient and donor bloods. The company's antiglobulin reagents (commonly known as "Coombs reagents") are used in all stages of these procedures beyond initial blood grouping. The company's line of serological products is used in screening for certain diseases.
BLOOD BANK PRODUCTS. This group includes blood grouping reagents, Coombs reagents, antibody potentiators, test cell products, quality control systems and certain specialty products.
Blood grouping reagents are used to determine the four major blood groups (A, B, AB and O) and six factors in the Rh blood group system, and include other products utilized to detect blood group factors in the eight other blood group systems.
Coombs reagents are used in blood grouping, antibody detection and identification procedures and in the diagnosis of hemolytic disease of the newborn, as well as autoimmune hemolytic anemia. The company presently markets nine Coombs products in three different specificities.
Antibody potentiators are solutions added to blood testing systems to enhance their sensitivity. Improved sensitivity is also achieved by the use of certain proteolytic enzymes. The company presently markets six antibody potentiators and two enzyme reagents.
Reagent red cell products are used in conjunction with Coombs reagents to detect and identify antibodies during pregnancy and in patient and donor blood serums. The company presently manufactures and sells 20 test cell products processed from human blood.
Reagent Quality Control (RQC(R)) Kit is a product comprising three selected reagents, designed to enable hospital laboratories and blood banks to test the effectiveness of reagents and to provide an organized permanent record of the test results, as required by various regulatory agencies.
Specialty reagents include a screening test for the detection of significant fetal-maternal hemorrhage, a self-evaluation system that is designed both to determine technical proficiency and to provide educational content, a simpler system for competency testing, and six products for the resolution of unusual blood groups or antibody detection problems.
DIAGNOSTIC PRODUCTS. The company currently sells several diagnostic products manufactured by others, which are used to test for typhoid, brucellosis and other human diseases.
GAMMA PRODUCT GROUP TABLE
NEW TECHNOLOGY
In 1989, Gamma began in-house research into a new in-vitro diagnostic testing system utilizing electro-biosensor technology. The immunoelectrode technique detects change in electrical charge as a positive test result in less than five minutes. The advantages of this testing system are speed and accuracy, while obtaining objectivity, as the results are determined by electrical impulse.
Gamma is currently funding biosensor research at the University of Wollongong, Australia, and progress reports appear encouraging towards the development of a reliable test system. Although commercialization is not expected before fiscal 1999, the company is not aware of any competitive efforts to utilize this new technology in the field of immunohematology. The company provided the University with $155,000 for biosensor research in fiscal 1996 and has committed to provide an additional $165,000 in fiscal 1997.
PRODUCTS UNDER DEVELOPMENT
Gamma ReACT/TM/ System. Gamma has developed and applied for a patent on a microcolumn technology to be used for red cell affinity testing. Products based on this technology should help Gamma compete with other microcolumn tests marketed very successfully in Europe since 1988 and recently introduced in the United States. The acronym ReACT has been chosen as a commercial trade name for the product line.
The principle of ReACT is based on the affinity adherence of red cells to an immunologically active matrix. The matrix consists of specially treated agarose beads. Custom designed disposables and dedicated centrifuge equipment have been developed to provide customers with an easy-to-use and inexpensive testing system.
The company's first ReACT products will be used for blood grouping, crossmatching, antibody screening and identification. Gamma plans to apply for FDA approval to market ReACT products in the United States later this year after completion of field testing. Manufacture and sales of test systems are currently expected to commence outside the United States before the end of fiscal 1997.
Gamma-clone(R) (Monoclonal) Reagents. The development of hybridoma technology has led to a ready availability of monoclonal antibodies, which have had a major impact on the design and manufacture of immunodiagnostic reagents. The company has recognized the potential for the application of this new technology to several of its blood bank product lines, and has pursued a program of introducing monoclonal-based products wherever the technology proves to be advantageous.
The company currently markets fourteen FDA-licensed blood grouping reagents manufactured by hybridoma technology. Its five monoclonal Coombs reagents include the first FDA-licensed Anti-IgG. The company owns or has exclusive use of the raw material sources (clones) for nine of the blood grouping reagents and all of the Coombs products; these clones are grown in-house to produce source material for manufacturing the relevant products. A license supplement has recently been approved for an Anti-B reagent made from the secretions of a hybridoma developed in Gamma's facility. Consequently another existing product purchased from an outside source has been replaced by one for which the company is its own source of raw material. Raw materials for the remaining products are currently purchased from a single supplier. Should the supply of these materials from this source be interrupted, the company anticipates that it could locate alternative sources of supply. The company is committed to a program aimed at developing clones for all blood grouping reagents.
Gamma is currently pursuing license applications for additional monoclonal blood grouping reagents. Applications for two Anti-D reagents and an Anti-E reagent based on cell lines of which the company has exclusive use, as well as an Anti-e reagent manufactured from purchased monoclonal antibodies, are still awaiting review and approval by the FDA, having been filed in 1995. Upon approval, the two new Anti-D reagents will replace the existing monoclonal/polyclonal product.
PRODUCTION AND QUALITY CONTROL
The company believes that its reputation in the industry as a source of quality products and services is largely attributable to the expertise of its technical employees and its maintenance of rigid quality control procedures at every step of the manufacturing process.
Raw materials for the FDA-licensed products manufactured and sold by the company are obtained from several sources. The principal sources for the company's blood grouping reagent products are human plasma obtained from FDA- licensed establishments and monoclonal antibodies. Test cell products are manufactured from whole blood drawn from local donors or purchased from licensed blood banks. The company believes that the available sources of supply for all raw materials are adequate for its present and anticipated needs. The company is not dependent on any single source
for any of its raw materials, other than six of its current Gamma-clone(R) products (see above), and for PT-Trays/TM, which are manufactured by another company and marketed exclusively by Gamma.
Once received, raw materials are subjected to a series of manufacturing and quality control steps, which vary according to the product. FDA regulations require samples of each finished lot of all blood grouping and Coombs reagents to be submitted to the Center for Biologics Evaluation and Research for approval of release prior to shipment. The FDA has granted the company exemption from the lot release requirements for Coombs reagents, for one of its Rh reagents, for three of its other monoclonal blood grouping reagents, and also for two of its monoclonal ABO reagents. The remaining blood grouping reagents remain subject to this provision of the regulations. Test cell products, though also licensed, do not require prior FDA approval on a lot-by-lot basis.
The products sold by the company that are not required to be licensed by the FDA (including antibody potentiators, diagnostic and specialty reagents) fall into two categories: those manufactured by the company from raw materials acquired from various sources, and those purchased from outside manufacturers for distribution by the company. All such products are manufactured in accordance with current Good Manufacturing Practices (cGMPs) as promulgated by the FDA. See "Regulation".
The company maintains product liability insurance against bodily injury and property damage in the amount of $10,000,000.
MARKETING AND SERVICES
The company's marketing strategy is to build a broad base of customer loyalty by providing a wide variety of quality products, marketed by a highly qualified sales force and supported by in-house technical assistance. The company believes that responsiveness to customer needs, both in the provision of services and the introduction of new products, is the key to success.
The company sells its products to hospitals, blood banks, the United States armed forces, and university and private research institutions throughout the world. In the United States and Canada, the company is directly represented by 20 full-time salespersons. Most members of the sales force have degrees in medical technology or blood banking experience. Each salesperson makes direct calls on pathologists, chief blood bank technologists and purchasing agents at institutions in defined geographic areas. The company also markets its products domestically through selected distributors, who sell to small hospitals, laboratories and doctors' offices. Internationally, the company is represented by independent dealers.
Management believes that timely delivery of its products to customers is an important element of its marketing and sales strategy. The company maintains an inventory sufficient to allow prompt response to customer needs. The company sells test cell products and its RQC(R) and Tech-Chek Kits on standing orders for shipment every two, three or four weeks. The RiSE/TM/ educational product is shipped quarterly. All contracts for company products may be terminated at any time without penalty by either the customer or the company.
To support its sales force and dealers, the company participates in a number of educational programs, with management and employees serving as speakers or faculty members in numerous domestic and international workshops and conventions. This participation provides visibility for the company and enhances its reputation in the scientific community. The company also conducts in-house training programs for blood bank personnel. In addition, the company maintains a reference laboratory, recognized by the American Association of Blood Banks, which employs five persons (including three persons registered as blood bank specialists by the American Society of Clinical Pathologists) and provides consulting services for hospitals and blood banks with rare or difficult blood testing problems. The reference laboratory often serves as a means of introducing the company and its products to potential customers, generating new products in response to customer needs and providing ongoing quality control of the company's blood bank products. New discoveries made in the course of
investigating problems referred for consultation are regularly reported in scientific literature or at scientific meetings.
Sales to the company's six largest domestic customers (two of which are regional laboratory supply dealers) represented 5.8% of the company's net sales for fiscal 1996 and 8.6% for fiscal 1995.
Approximately 27.6% of the company's net sales in fiscal 1996 were made to foreign customers. In fiscal 1996 the company's export sales were to customers in Japan ($715,000), Italy ($442,000), Spain ($430,000), Australia ($327,000), Saudi Arabia ($292,000), and over 50 other countries worldwide.
REGULATION
The company operates under U.S. Government Establishment License No. 435, granted by the National Institutes of Health in 1971. The terms of the license subject the company to stringent manufacturing and quality control standards, and the license may be suspended or revoked by the FDA for cause at any time. Such revocation would cause the company to cease business. The company's blood grouping and Coombs reagents, as well as its test cell products, must be licensed by the FDA pursuant to the Public Health Service Act and are manufactured in accordance with defined standards.
In addition, the Federal Food, Drug and Cosmetic Act and the Safe Medical Devices Act, together with regulations issued or authorized thereunder, provide for regulation by the FDA of the marketing, manufacture, labeling, packaging and distribution of medical devices, including most of the company's non-licensed products. Among the applicable regulations are requirements that medical device manufacturers register with the FDA, list devices manufactured by them, and file various reports. Regulations covering Good Manufacturing Practices for Medical Devices set forth requirements for, among other things, the company's manufacturing processes and associated record-keeping and maintenance. Certain requirements must be met before initial marketing of medical devices, ranging from a minimum obligation to notify the FDA before commencing marketing of a product substantially equivalent to devices already in commerce, to a maximum obligation to comply with the potentially expensive and time-consuming process of testing necessary to support an application for premarket approval. The FDA also has the authority, which it has so far exercised only to a limited degree, to issue performance standards to be met by most of the types of non-licensed products manufactured by the company. The company anticipates no difficulty in meeting the performance standards for the products as promulgated by the FDA.
None of the company's current or proposed products, except those labeled for forensic use only, can be marketed in the United States without the licenses or registrations required by the FDA. Unscheduled FDA inspections of the company's facilities occur from time to time to determine compliance with applicable FDA regulations. To date, the company believes that it has satisfactorily complied with requirements imposed by the FDA, OSHA, EEOC and other government agencies. The company also believes that the manufacturing and quality control procedures it employs conform to requirements of Good Manufacturing Practices for Medical Devices regulations, and does not anticipate having to make any material additional expenditures as a result of these requirements.
MARKETS AND COMPETITION
Management believes that the world market for blood bank reagent products is approximately $160 million per year, with about 40% of the market being in the United States. There are three other companies that actively compete with the company, two of which are divisions of large, diversified corporations with substantially greater financial resources than those of Gamma. The largest share of the domestic market is held by Ortho Diagnostic Systems, a division of Johnson and Johnson, Inc., which the company believes accounts for about 50% of all domestic sales. Other competitors include Immucor and Organon-Teknika, a division of AKZO.
Competition is based on quality of product, price, the size and talent of sales forces, ability to furnish a range of existing and new products, customer services and continuity of product supply. During the past several years, the industry has experienced aggressive price competition, particularly among manufacturers that target large hospitals and institutions as key customers. In spite of this competitive environment, the company has maintained its worldwide sales and increased its domestic reagent market share. Management believes that this is due to the company's emphasis on product quality, the introduction of new products, specialty products, customer service and training.
RESEARCH AND DEVELOPMENT
The company's strategy for growth includes internal research and development, technology acquisition and worldwide marketing. The research and development program is based upon the allocation of available resources among new product development, process development, product and process improvement, and technical services to manufacturing and marketing.
Any new product developed by the company will require, prior to its domestic sale, licensing or approval to market by the FDA. There can be no assurance that any such product will be so licensed or approved, or that it will gain acceptance in the marketplace.
In fiscal 1996, 1995 and 1994, the company expended $1,349,000, $1,013,000 and $902,000, respectively, for research and development on monoclonal, microcolumn and electro-biosensor technologies. The company engaged in no customer-sponsored research during these periods.
PATENTS AND TRADEMARKS
In May 1994, the company applied for a United States patent covering a new antigen/antibody detection procedure using an affinity adherence technology. See "Products Under Development - Gamma ReACT System/TM/".
The company is funding two international patent applications, submitted by the University of Wollongong, covering certain procedures developed in the course of their electro-biosensor research. In return for this financial support, the company would receive a four-year, royalty-free exclusive worldwide license to manufacture and sell any product based on claims made in these applications.
The company's trademark rights to the mark "Gamma" have been federally registered. The company holds nine different trademark registrations for various uses of "Gamma" and claims trademark rights in respect of other brand names utilized to identify the company's products. The company presently owns a number of federal and state registrations and has an aggressive policy of registering its trademark rights, where such is deemed available. There can be no assurance that any of the company's registrations will be enforceable.
EMPLOYEES
The company has 126 full-time employees, of whom 36 hold advanced technical degrees or certifications in medical technology. Of the total, 42 are sales, marketing and customer-support personnel, 50 are engaged in manufacturing and quality control, and the remainder serve in other capacities. The company has experienced a low turnover rate among its employees and considers its employee relations to be excellent. None of the company's employees are represented by a union.
EXECUTIVE OFFICERS
The executive officers of the company and their respective ages, offices and periods of service as executive officers are set forth below. The officers are elected for one-year terms.
All of the executive officers of the company have held the office indicated or other offices, or have been employed by the company for more than five years. There are no family relationships among any of the directors or executive officers of the company.
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
The company operates in one business sector and one geographic area.
ITEM 2.
ITEM 2. PROPERTIES.
The principal manufacturing, research, shipping, sales and administrative functions of the company are conducted in a 41,000 square foot building located in northwest Houston on a three-acre tract of land owned by the company. The land and building are subject to a first lien mortgage. Management believes that the facility is both suitable and adequate for current production needs and has no plans for expanding its domestic facilities in fiscal 1997. The company is currently evaluating potential manufacturing sites outside the United States for the production of ReACT test systems, currently scheduled to begin in late fiscal 1997.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
The company is involved in various legal actions that are in various stages of litigation and investigation by the company and its legal counsel. After reviewing all actions pending or threatened involving the company, management believes that while the resolution of any matter may have an impact on the financial results of the period in which the matter is settled, their ultimate resolution will not have any material adverse affect upon the business or consolidated financial position of the company. Since these matters are in various stages of proceedings, future developments could cause management to revise its assessment of these matters.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
During the fourth quarter of fiscal 1996, no matter was submitted to a vote of security holders of the company.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The information contained under "Market for Registrant's Common Equity and Related Shareholder Matters" on page 32 of the company's annual report to shareholders for the year ended March 31, 1996, is incorporated herein by reference. See also Notes 7 and 8 of Notes to Consolidated Financial Statements on page 27 of the company's annual report to shareholders for the year ended March 31, 1996, which is incorporated herein by reference.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA.
The information contained under "Selected Financial Data" on the inside front cover and page 1 of the company's annual report to shareholders for the year ended March 31, 1996, is incorporated herein by reference.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The information contained under "Management's Discussion and Analysis of Financial Condition and Results of Operations" on pages 13 through 18 of the company's annual report to shareholders for the year ended March 31, 1996, is incorporated herein by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The following consolidated financial statements of the company and its subsidiaries, included on pages 19 through 29 of the company's annual report to shareholders for the year ended March 31, 1996, are incorporated herein by reference:
Statements of Consolidated Income -- Years ended March 31, 1996, 1995 and
Consolidated Balance Sheets -- March 31, 1996 and 1995
Statements of Changes in Shareholders' Equity -- Years ended March 31, 1996, 1995 and 1994
Statements of Consolidated Cash Flows -- Years ended March 31, 1996, 1995 and 1994
Notes to Consolidated Financial Statements
The information contained under "Quarterly Financial Data" on page 32 of the company's annual report to shareholders for the year ended March 31, 1996, is incorporated herein by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information contained under "Election of Directors" on pages 3 and 4 of the company's proxy statement dated June 28, 1996, which has been filed with the Securities and Exchange Commission, is incorporated herein by reference. Reference is made to the information set forth under the caption "Executive Officers" on page 9 in Item 1 of this report, which is incorporated herein by reference.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
The information contained under "Executive Officers", "Severance Agreements", and "Split-Dollar Agreements" on pages 4 through 10 (except for the Compensation/Stock Option Committee
Report therein) of the company's proxy statement dated June 28, 1996, which has been filed with the Securities and Exchange Commission, is incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information contained under "Common Stock Outstanding and Principal Holders Thereof" on pages 2 and 3 of the company's proxy statement dated June 28, 1996, which has been filed with the Securities and Exchange Commission, is incorporated herein by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information contained under "Certain Relationships and Related Transactions" on page 10 of the company's proxy statement dated June 28, 1996, which has been filed with the Securities and Exchange Commission, is incorporated herein by reference.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) (1) AND (2) FINANCIAL STATEMENTS AND RELATED SCHEDULES The response to this portion of Item 14 is submitted as a separate section of this report.
(3) EXHIBITS The response to this portion of Item 14 is submitted as a separate section of this report. (b) REPORTS ON FORM 8-K No Report on Form 8-K was filed by the company during the quarter ended March 31, 1996. (c) EXHIBITS See Item 14(a)(3), above. (d) FINANCIAL STATEMENT SCHEDULES Such schedules are not required or are disclosed in the financial statements.
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.
GAMMA BIOLOGICALS, INC.
By: /s/ DAVID E. HATCHER ---------------------------------------- (DAVID E. HATCHER, CHAIRMAN OF THE BOARD OF DIRECTORS AND CHIEF EXECUTIVE OFFICER)
Dated: June 24, 1996
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 DATES INDICATED.
INDEPENDENT AUDITORS' CONSENT
Gamma Biologicals, Inc.:
We consent to the incorporation by reference in Registration Statement No. 33-44950 on Form S-8 and in Registration Statement No. 333-01147 on Form S-8 of our report dated May 28, 1996, incorporated by reference in the 1996 Annual Report on Form 10-K of Gamma Biologicals, Inc. for the year ended March 31, 1996.
/s/ Deloitte & Touche LLP
Houston, Texas June 24, 1996
ANNUAL REPORT ON FORM 10-K
ITEM 14(a)(3)
EXHIBIT INDEX
EXHIBITS
Year Ended March 31, 1996
GAMMA BIOLOGICALS, INC.
HOUSTON, TEXAS
ANNUAL REPORT ON FORM 10-K
ITEM 14(a)(3)
GAMMA BIOLOGICALS, INC. AND SUBSIDIARIES
MARCH 31, 1996
EXHIBIT NUMBER - -------
3(a) -- Restated Articles of Incorporation of the Company dated June 20, 1996.
(b) -- Amended and Restated Bylaws of the Company dated April 13, 1990. Incorporated by reference to Exhibit 3(b) to the Company's Annual Report on Form 10-K for the year ended March 31, 1990 (the "1990 Form 10-K").
4(a) -- Specimen Common Stock certificate of the Company. Incorporated by reference to Exhibit 4(a) to the 1990 Form 10-K.
(b) -- Shareholder Rights Plan dated as of September 5, 1989. Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated September 5, 1989.
10(a) -- Restated and Amended Split-Dollar Agreement dated May 29, 1990 between the Company and David E. Hatcher. Incorporated by reference to Exhibit 10(a) to the 1990 Form 10-K.
(b) -- Restated and Amended Split-Dollar Agreement dated May 29, 1990 between the Company and Betty F. Hatcher. Incorporated by reference to Exhibit 10(b) to the 1990 Form 10-K.
(c) -- Restated and Amended Split-Dollar Agreement dated May 29, 1990 between the Company and Bryan J. Brieden. Incorporated by reference to Exhibit 10(c) to the 1990 Form 10-K.
(d) -- Restated and Amended Split-Dollar Agreement dated May 29, 1990 between the Company and Larry E. Letwin. Incorporated by reference to Exhibit 10(d) to the 1990 Form 10-K.
(e) -- Amendment to Restated and Amended Split-Dollar Agreement dated May 8, 1991 between the Company and David E. Hatcher. Incorporated by reference to Exhibit 10(e) to the Company's Annual Report on Form 10-K for the year ended March 31, 1991 (the "1991 Form 10-K").
(f) -- Amendment to Restated and Amended Split-Dollar Agreement dated May 8, 1991 between the Company and David E. Hatcher. Incorporated by reference to Exhibit 10(f) to the 1991 Form 10-K.
(g) -- Amendment to Restated and Amended Split-Dollar Agreement dated May 8, 1991 between the Company and Betty F. Hatcher. Incorporated by reference to Exhibit 10(g) to the 1991 Form 10-K.
EXHIBIT NUMBER - -------
(h) -- Amendment to Restated and Amended Split-Dollar Agreement dated May 8, 1991 between the Company and Betty F. Hatcher. Incorporated by reference to Exhibit 10(h) to the 1991 Form 10-K.
(i) -- Amendment to Restated and Amended Split-Dollar Agreement dated May 8, 1991 between the Company and Bryan J. Brieden. Incorporated by reference to Exhibit 10(i) to the 1991 Form 10-K.
(j) -- Amendment to Restated and Amended Split-Dollar Agreement dated May 8, 1991 between the Company and Larry E. Letwin. Incorporated by reference to Exhibit 10(j) to the 1991 Form 10-K.
(k) -- Split-Dollar Agreement dated March 25, 1993 between the Company and John J. Moulds. Incorporated by reference to Exhibit 10(k) to the Company's Annual Report on Form 10-K for the year ended March 31, 1993 (the "1993 Form 10-K").
(l) -- Split-Dollar Agreement dated March 25, 1993 between the Company and Margaret J. O'Bannion. Incorporated by reference to Exhibit 10(l) to the 1993 Form 10-K.
(m) -- Split-Dollar Agreement dated March 25, 1993 between the Company and Jimmie L. Turner. Incorporated by reference to Exhibit 10(m) to the 1993 Form 10-K.
(n) -- Split-Dollar Agreement dated March 25, 1993 between the Company and Jimmie L. Turner. Incorporated by reference to Exhibit 10(n) to the 1993 Form 10-K.
(o) -- Split-Dollar Agreement dated May 5, 1995 between the Company and Gary L. Parrish.
(p) -- Incentive Stock Option Plan of the Company. Incorporated by reference to the Company's Proxy Statement dated June 25, 1987, Exhibit A.
(q) -- 1991 Employee Stock Option Plan of the Company. Incorporated by reference to Exhibit 28.2 to the Company's Registration Statement on Form S-8 (File No. 33-44950) dated January 6, 1992.
(r) -- 1991 Outside Director Stock Option Plan of the Company. Incorporated by reference to Exhibit 28.3 to the Company's Registration Statement on Form S-8 (File No. 33-44950) dated January 6, 1992.
(s) -- 1995 Employee Stock Option Plan of the Company. Incorporated by reference to the Company's Registration Statement on Form S-8 (File No. 333-01147) dated February 21, 1996.
(t) -- 401(k) Retirement Savings Plan of the Company adopted July 1, 1992. Incorporated by reference to Exhibit 10(r) to the 1993 Form 10-K.
EXHIBIT NUMBER - -------
(u) -- Patent License Agreement effective November 30, 1990 between the Company and the Board of Regents of the University of Texas System. Incorporated by reference to Exhibit 10(s) to the 1991 Form 10-K.
(v) -- Term and Revolving Line of Credit Loan Agreement dated August 17, 1990 between Sterling Bank and the Company. Incorporated by reference to Exhibit 10(v) to the 1991 Form 10-K.
(w) -- Promissory Note dated November 2, 1990 payable to the order of Sterling Bank by the Company. Incorporated by reference to Exhibit 10(w) to the 1991 Form 10-K.
(x) -- Employment Contract dated January 29, 1976 between the Company and John Case. Incorporated by reference to Exhibit 10(aa) to the Company's Annual Report on Form 10-K for the year ended March 31, 1986.
(y) -- Amended and Restated Severance Agreement dated February 19, 1996 between Betty F. Hatcher and the Company.
(z) -- Amended and Restated Severance Agreement dated February 19, 1996 between John J. Moulds and the Company.
(aa) -- Amended and Restated Severance Agreement dated February 19, 1996 between David E. Hatcher and the Company.
(bb) -- Amended and Restated Severance Agreement dated February 19, 1996 between Margaret J. O'Bannion and the Company.
(cc) -- Amended and Restated Severance Agreement dated February 19, 1996 between Jimmie L. Turner and the Company.
(dd) -- Severance Agreement dated December 19, 1995 between Gary L. Parrish and the Company.
(ee) -- Listing Agreement dated May 14, 1990 between the Company and the American Stock Exchange. Incorporated by reference to Exhibit 10(mm) to the 1990 Form 10-K.
(ff) -- Agreement Concerning Issuance of Rights. Incorporated by reference to Exhibit 10(nn) to the 1990 Form 10-K.
EXHIBIT NUMBER - -------
11 -- Incorporated by reference to the Company's Statements of Consolidated Income for the years ended March 31, 1996, 1995 and 1994 on page 19 of the Company's Annual Report to Shareholders for the year ended March 31, 1996 and to Note 1 of Notes to Consolidated Financial Statements on pages 23 and 24 of the Company's Annual Report to Shareholders for the year ended March 31, 1996.
13 -- The Company's Annual Report to Shareholders for the year ended March 31, 1996.
21 -- Subsidiaries of the Company.
27 -- Financial Data Schedule.