<PAGE>

                       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 for the fiscal year ended December 31, 2000

[_]    Transition report pursuant to Section 13 of 15(d) of the Securities
       Exchange Act of 1934
       For the transition period from _____________ to _______________

                       Commission file number:  333-51355

                             NUMATICS, INCORPORATED
             (Exact Name of Registrant as Specified in Its Charter)


          Michigan                                        38-2955710
(State or Other Jurisdiction of                (I.R.S. Employer Identification
Incorporation or Organization)                              Number)

            1450 North Milford Road, Milford, Michigan        48357
            (Address of Principal Executive Offices)       (Zip Code)

                                (248) 887-4111
             (Registrant's Telephone Number, Including Area Code)

      Securities registered pursuant to Section 12(b) of the Act:   None

       Securities registered pursuant to Section 12(g) of the Act:  None


Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES  [x]    NO  [_]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K  is not contained herein, and will not be contained, to the
best of 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.   [x]

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant.  $0 (Registrant's common equity has no
trading market.)

Indicate the number of shares outstanding of each of registrant's classes of
common stock, as of the latest practicable date:   Common Stock 2,607,318 shares
as of March 29, 2001

                   DOCUMENTS INCORPORATED BY REFERENCE:  None
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                 CAUTIONS REGARDING FORWARD-LOOKING STATEMENTS

     This Form 10-K report, including the information provided under item 1 and
under item 7, contains forward-looking statements, which can be identified by
the use of the future tense or other forward-looking terms such as "may,"
"intend," "will," "expect," "anticipate," "plan," "management believes,"
"estimate," "continue," "should," "strategy," or "position" or the negatives of
those terms or other variations on them or by comparable terminology. In
particular, any statements, express or implied, concerning future operating
results or the ability to generate net sales, income, or cash flow to service
indebtedness  are forward-looking statements. Investors are cautioned that
reliance on any of those forward-looking statements involves risks and
uncertainties and that, although Numatics' management believes that the
assumptions on which those forward-looking statements are based are reasonable,
any of those assumptions could prove to be inaccurate.  As a result, the
forward-looking statements based on those assumptions also could be incorrect,
and actual results may differ materially from any results indicated or suggested
by those assumptions.  The uncertainties in this regard include, but are not
limited to, those identified in "Risk Factors" under item 1.  In light of these
and other uncertainties, the inclusion of a forward-looking statement in this
report should not be regarded as a representation by Numatics that its plans and
objectives will be achieved.  All forward-looking statements are expressly
qualified by the cautionary statements contained in this paragraph and in "Risk
Factors" below.  Numatics undertakes no duty to update any forward-looking
statements.

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                                     PART I

ITEM 1.  BUSINESS

     Numatics, Incorporated ("Numatics" and, together with its subsidiaries, the
"Company") is a global manufacturer and marketer, both directly and through its
subsidiaries, of pneumatic valves, actuators, and related specialty products.
The Company's principal market is the United States, in which it is the largest
manufacturer in its core product: directional control, base mounted, 4-way
pneumatic valves.  The Company also conducts operations in several foreign
countries, including Canada, Germany, England, Italy, France, the Netherlands,
Hungary, Taiwan and Mexico.

     Numatics was incorporated in 1990 to purchase the assets of its predecessor
corporation.  Its common stock is privately held, principally by management.

     In 1998, in an exchange offer registered under the Securities Act of 1933,
Numatics issued $115.0 million of Series B 9 5/8% senior subordinated notes (the
"Series B Notes") in exchange for a substantially identical series of senior
subordinated notes it had issued in a private placement earlier that year.  The
Series B Notes are guaranteed by all of Numatics' domestic subsidiaries.  Some
additional information concerning the Series B Notes and the indenture under
which they were issued is provided below under "Risk Factors --Leverage," "--
Subordination," and "--Possible Inability to Repurchase Series B Notes Upon a
Change in Control," and in Note 2 to the Company's 2000 consolidated audited
financial statements.  More extensive information concerning the Series B Notes
is contained in the Form S-4 registration statement (SEC File No. 333-51355)
under which the Series B Notes were registered for purposes of the exchange
offer, which can be found at the SEC's web site (www.sec.gov).

2000 Acquisitions
-----------------

     During 2000, Numatics acquired the 20% equity interest in its subsidiary,
Ultra Air Products, Inc., which it did not hold previously, making Ultra Air
Products, Inc. a wholly owned subsidiary.  During 2000, Numatics also acquired
the 10% equity interest in its subsidiary, Microsmith, Inc., which it did not
hold previously, making Microsmith, Inc. a wholly owned subsidiary.

Risk Factors
------------

     As noted above under "Cautions Regarding Forward-Looking Statements," the
information provided under this item 1, as well as elsewhere in this Form 10-K
report, includes forward-looking statements.  Although management believes that
the plans, intentions, and expectations concerning the Company reflected in
those forward-looking statements are reasonable, it can give no assurance that
those plans, intentions, or

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expectations will be achieved. Important factors that could cause actual results
to differ materially from those included in or suggested by any forward-looking
statements are set forth below and elsewhere in this report. All forward-looking
statements attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by the Risk Factors set forth below.

     Leverage.  The Company is highly leveraged.  On December 31, 2000, the
Company had total indebtedness of approximately $164.2 million and an
accumulated deficiency of approximately $74.9 million.  As of that date, the
aggregate debt of the Company to which the Series B Notes are subordinated
("Senior Debt"), which includes borrowings under its bank term loan and
revolving credit facility (the "Credit Facility"), was approximately $45.9
million, and approximately $15.5 million would have been available for
additional borrowing under the Credit Facility, subject to borrowing base
limitations. All outstanding Senior Debt was owed by Numatics and its German and
Canadian subsidiaries and none by its domestic subsidiaries that have guaranteed
the Series B Notes (the "Guarantors"), except that the Guarantors have
guaranteed Numatics' borrowings under the Credit Facility. The indenture
governing the Series B Notes permits the incurrence of additional indebtedness,
including Senior Debt, by Numatics and its subsidiaries in the future, subject
to certain limitations.

     The Company's current annual debt service requirement is approximately
$19.8 million.  The Company's ability to make scheduled payments of principal of
or interest on, or to refinance, its indebtedness (including the Series B Notes)
will depend on its future performance, which to some extent is subject to
general economic, financial, competitive, legislative, regulatory, and other
factors that are beyond its control. Based upon the Company's current level of
operations and future business which has been awarded, management believes that
cash flow from operations and available cash, together with available borrowings
under the Credit Facility, will be adequate to meet the Company's future
liquidity needs until December 31, 2001, before which time the Company would
expect to replace the Credit Facility, as discussed below under "Default Under
Credit Facility and Need to Refinance".  However, there can be no assurance that
the Company's business will generate sufficient cash flow from operations, that
anticipated growth opportunities and operating improvements will be realized, or
that future borrowings will be available under the Credit Facility, or a
replacement credit facility, in an amount sufficient to enable the Company to
service its indebtedness, including the Series B Notes, or to fund its other
liquidity needs. The Credit Facility, the term loans under it, and a $2.5
million industrial revenue bond for which the Company is responsible under the
facility mature prior to the maturity of the Series B Notes, and there can be no
assurance that the Company will be able to replace the Credit Facility, or
refinance any other indebtedness, on commercially reasonable terms or at all.

     The degree to which the Company is leveraged could have important
consequences to investors, including, but not limited to, making it more
difficult for the Company to satisfy its obligations with respect to the Series
B Notes, increasing the

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Company's vulnerability to general adverse economic and industry conditions,
limiting the Company's ability to obtain additional financing to fund future
working capital, capital expenditures, and other general corporate requirements,
or to fund acquisitions, requiring the dedication of a substantial portion of
the Company's cash flow from operations to the payment of principal of, and
interest on, its indebtedness, thereby reducing the availability of such cash
flow to fund working capital, capital expenditures, research and development or
other general corporate purposes, limiting the Company's flexibility in planning
for, or reacting to, changes in its business and the industries it serves, and
placing the Company at a competitive disadvantage compared to less leveraged
competitors. In addition, the indenture governing the Series B Notes and the
Credit Facility contain financial and other restrictive covenants that limit the
ability of the Company to, among other things, borrow additional funds. Failure
by the Company to comply with such covenants could result in an event of default
which, if not cured or waived, could have a material adverse effect on the
Company.

     Default Under Credit Facility and Need to Refinance. As of December 31,
2000, the Company was in default under certain of the financial covenants in the
Credit Facility. In March 2001, the Company and its bank lenders entered into an
amendment to the Credit Facility that, among other things, waived the past
defaults, changed the scheduled termination dates of the Credit Facility to June
30, 2002, and established new financial covenants.

     In connection with the amendment of the Credit Facility, the Company plans
to begin seeking financing from other sources to replace the Credit Facility.
While the Company believes it will be able to arrange alternative financing,
there can be no assurance that this will prove to be the case. If the Company
were unable to obtain new financing, and if it were to default under any of the
financial covenants in the Credit Facility, the Credit Facility lenders would
have the right to stop making revolving credit advances and to declare all of
the Company's indebtedness under the Credit Facility immediately due and
payable.

     The interest rates payable under the terms of any new financing arrangement
will be higher than those currently payable under the Credit Facility, thus
increasing its annual debt service requirement and heightening the risks
described above under "Leverage."

     Subordination. The Series B Notes are subordinated in right of payment to
all of Numatics' current and future Senior Debt (as defined in the indenture
governing the Series B Notes), and the guarantees of the Series B Notes by the
Guarantors (the "Subsidiary Guarantees") are subordinated in right of payment to
all current and future Senior Debt of the Guarantors.  As defined in the
governing indenture, the term Senior Debt includes the Credit Facility and the
Guarantors' guarantees of that facility.  The Credit Facility is secured by
substantially all of the assets of Numatics and its domestic subsidiaries as
well as all of the outstanding voting stock of Numatics' domestic subsidiaries,
and by 66% of

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the capital stock of the Numatics' foreign subsidiaries. Due to these
subordination provisions, upon any distribution to creditors of Numatics or any
Guarantor in a liquidation or dissolution of Numatics or the Guarantor or in a
bankruptcy, reorganization, insolvency, receivership, or similar proceeding
relating to Numatics, a Guarantor, or the property of Numatics or a Guarantor,
the holders of Senior Debt of Numatics or the Guarantor, respectively, will be
entitled to be paid in full before any payment may be made with respect to the
Series B Notes or the related Subsidiary Guarantee. In addition, under the
governing indenture, payments with respect to the Series B Notes and the
Subsidiary Guarantees will be blocked in the event of a payment default on
Designated Senior Debt (defined in the indenture to include the Credit Facility
and the related guarantees of that facility) and may be blocked for up to 179
days each year in the event of certain non-payment defaults on Designated Senior
Debt.


     In the event of a bankruptcy, liquidation, or reorganization of Numatics or
a Guarantor, holders of the Series B Notes will participate ratably with all
holders of subordinated indebtedness of Numatics or the Guarantor that is deemed
to be of the same class as the Series B Notes, and potentially with all general
creditors of Numatics or the Guarantor other than holders of Senior Debt, based
upon the respective amounts owed to each holder or creditor, in the remaining
assets of Numatics or the Guarantor.  In any of the foregoing events, there can
be no assurance that Numatics or any or all of the Guarantors would have
sufficient assets to pay amounts due on the Series B Notes. As a result, holders
of Series B Notes may receive less, ratably, than the holders of other debt of
Numatics or of a Guarantor, including Senior Debt.


     The Company derives a significant portion of its revenue from Numatics'
foreign subsidiaries, which have not guaranteed the Series B Notes.  Holders of
indebtedness of, and trade creditors of, those foreign subsidiaries generally
would be entitled to payment of their claims from the assets of the affected
subsidiaries before any of those assets are made available for distribution to
Numatics.  The indenture governing the Series B Notes permits the incurrence of
substantial additional indebtedness by Numatics' foreign subsidiaries and
permits investments by Numatics or other subsidiaries in those subsidiaries. In
the event of a bankruptcy, liquidation, or reorganization of a subsidiary that
has not guaranteed the Series B Notes, holders of any of that subsidiary's
indebtedness will have a claim to the assets of the subsidiary that is prior to
Numatics' interest in those assets.  As of December 31, 2000, the total
liabilities of subsidiaries that have not guaranteed the Series B Notes was
$11.5 million.


     Dependence upon John Welker.  The Company's continued success will be
substantially dependent upon the efforts of John Welker.  Mr. Welker has been
Numatics' Chairman, President, and Chief Executive Officer since 1990.  He also
owns over 75% and controls the vote of over 93% of Numatics' outstanding common
stock, which means he is in a position to elect its Board of Directors and to
control its management, policies, and operations. When he acts in his capacity
as a Numatics shareholder, Mr. Welker does not owe fiduciary duties to holders
of Series B Notes or other Numatics' investors.

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     The Company could be adversely affected if Mr. Welker were to become
unwilling or unable to continue as head of Numatics' management team. It is an
event of default under the Credit Facility if Mr. Welker ceases to be the
President and Chief Executive Officer of Numatics or ceases to have the ability
to elect a majority of its directors and if he is not replaced by a person
satisfactory to the Credit Facility lenders.  The Company maintains $22.5
million of key-man life insurance on Mr. Welker's life, but that amount would
not be sufficient to retire all existing indebtedness under the Credit Facility
should it become necessary to do so.


     Possible Inability to Repurchase Series B Notes upon a Change in Control.
The indenture governing the Series B Notes requires Numatics to offer to
repurchase all outstanding Series B Notes at 101% of their principal amount plus
accrued and unpaid interest to the date of repurchase if a Change in Control (as
defined in the indenture) should occur.  However, there can be no assurance that
sufficient funds will be available at the time of any Change of Control to make
any required repurchases of Series B Notes tendered or that restrictions in the
Credit Facility will allow Numatics to make the required repurchases.


     The Company also is permitted under the indenture to enter into certain
transactions, including certain recapitalizations, that would not constitute a
Change of Control but would increase the amount of outstanding Senior Debt or
indebtedness on parity with the Series B Notes.


     Absence of Patent Protection.  The Company relies on unpatented proprietary
technology to produce its core products, particularly its "lapped spool and
sleeve" pneumatic valve manufacturing technology.  To protect its trade secrets
and other proprietary information, the Company requires employees, consultants,
advisors, and collaborators who have access to this technology to enter into
confidentiality agreements and limits access to certain of its proprietary
processes. However, there can be no assurance that these agreements or
procedures will provide meaningful protection for the Company's trade secrets,
know-how, or other proprietary information in the event of any unauthorized use,
misappropriation, or disclosure of such trade secrets, know-how, or other
proprietary information. If the Company is unable to maintain the proprietary
nature of its technology, particularly its "lapped spool and sleeve" valve
manufacturing technology, the Company could be materially adversely affected.


Industry Overview
-----------------


     The fluid power industry has grown out of manufacturers' needs to automate
repetitive tasks that previously had been performed manually.  The industry can
generally be divided into two major segments: hydraulics (use of liquids) and
pneumatics (use of air or inert gas).  While hydraulics can produce higher
forces and, in some applications, better control, pneumatics generally provide
faster speeds, lower cost, greater ease of use, and a

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more environmentally clean process. The Company competes only in the pneumatic
segment of the fluid power market.


     Major components utilized in the pneumatic fluid power process include
valves, actuators (cylinders), and air preparation equipment.  A pneumatic
system begins when air enters a compressor and the volume of air is reduced.
The air then flows through a dryer and excess moisture is removed.  (Typically,
a pneumatic system contains a single compressor and an air dryer.)  The dry air
then flows through a system header to multiple workstations in a plant.  At a
workstation, the dry air flows initially through an FRL (filter, regulator, and
lubricator).  In the FRL, a filter removes particulates from the air, a
regulator reduces and stabilizes downstream pressure, and a lubricator adds the
appropriate amount of oil to the air, when necessary.  This conditioned air then
enters a valve.


     A valve is the primary pneumatic component that controls the intake and
withdrawal of air into the actuator, with the valve's movement typically
controlled by a solenoid.  In the Company's "lapped spool and sleeve" valve, the
position of the spool determines the direction of the air as it flows into the
actuator.  The flow of air from the valve causes the actuator rod to extend or
retract, thereby moving a specific load.  In many cases, an automated component,
such as a gripper or guiding unit, may be attached to the actuator for material
handling purposes.


     Certain market segments to which the Company sells its products have been
reducing the number of suppliers they deal with, including pneumatic component
suppliers.  As a result, companies within these market segments increasingly
have used suppliers that can provide a full line of pneumatic components.
Continuing the product line expansion begun by the Company's predecessor in the
late 1980s, the Company now offers its customers a full line of pneumatic
components, including valves, actuators, and specialty products such as air
preparation products, specialty valves, and grippers and guiding units.


     Applications for pneumatic fluid power are numerous and diverse.  Some of
the largest industries that use pneumatic fluid power systems include packaging,
automotive, machine tool, material handling, food and beverage, textile,
printing, electronics/semiconductor, robotics, paper, and medical equipment.
Pneumatic components primarily are used in automated manufacturing applications,
but also can serve other functions, as do certain of the Company's specialty
valves used in oxygen concentrators sold by medical equipment manufacturers.

Products
--------

     The Company offers a complete line of pneumatic components, which can be
described in three groups: valves, actuators, and specialty products.  The
Company's core product historically has been pneumatic valves.  Over recent
years, the Company has

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expanded into additional product lines, decreasing its dependence on valves
through its product diversification strategy. The table that follows illustrates
this diversification trend since 1995.


                                             1995                2000
                                      ------------------------------------
     Net Sales                              $125.8 million     $145.9 million

     Valves                                   67.5%              54.3%
     Actuators                                 8.4%              16.0%
     Specialty Products                       24.1%              29.7%
                                      ------------------------------------
     Total                                   100.0%             100.0%

     Valves.  The Company is widely regarded as a leading manufacturer of high
quality pneumatic valves used in fluid power applications.  In a pneumatic
system, the valve controls the flow of compressed air to an actuator (cylinder).
The valve is the most important and complex component in any pneumatic system.

     The Company's success is largely derived from its proprietary "lapped spool
and sleeve" technology developed by the Company's founder in the 1950s.  The
original design is used in the Company's valves today, although the
manufacturing process has been improved continuously.  The inner (spool) and
outer (sleeve) components are a matched set, with the sleeve remaining
stationary and the spool moving inside it to produce the switching of air flow.
The sealing of the spool and sleeve is accomplished by the minute clearance
between the two parts, measured in millionths of an inch, rather than by using
soft rubber seals as in other designs.  This minute clearance provides an air
bearing, which avoids any metal-to-metal contact and allows frictionless
movements, virtually eliminating heat and wear. This results in extremely long
product life.

     The patent on the "lapped spool and sleeve" product expired in 1973.
However, the process for manufacturing the "lapped spool and sleeve" to the
required tolerances remains a trade secret. The Company continues to closely
guard this trade secret and limits the number of visitors and employees who have
access to the manufacturing process.  Several competitors have attempted to
imitate the process, but management believes none has been able to duplicate the
"lapped spool and sleeve" to the same high quality tolerances.

     The Company manufactures a wide variety of valves, most of which can
broadly be described as directional control, 4-way valves. Additionally, the
Company manufactures and markets 3-way valves and a variety of other valves for
specific customer applications.

     The Company's valve sales were $83.0 million, $78.4 million, and $79.2
million in 1998, 1999, and 2000, respectively.

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     Actuators. In a pneumatic system, the actuator (or cylinder) serves as an
"arm" for an automated task, allowing an object to be moved.

     The Company's actuator line includes: standard tie-rod cylinders, made to
National Fluid Power Association specifications, its "M" series actuator, a non-
repairable miniature cylinder, a rodless cylinder based on technology it
acquired in connection with its purchase of 12% of the stock of Univer, a large
manufacturer of pneumatic products in Italy, rotary actuators, and a variety of
small actuators.

     The Company's actuator sales were $17.8 million, $20.0 million, and $23.4
million in 1998, 1999, and 2000, respectively.

     Specialty Products. The Company's specialty products include air
preparation products, such as FRLs and air dryers, and other specialty products,
such as specialty valves and grippers and guiding units. Air preparation
products condition the air for use in the pneumatic system. Specialty valves are
miniature valves for custom applications. Grippers and guiding units are
material handling components, often serving as the "hands" of an automated
process.

     For several years, FRLs have been produced for the Company under a private
label arrangement by an independent manufacturer. In 1997, the Company began
manufacturing some of its own FRL products, which are expected to replace a
majority of the private label products.

     The Company's other specialty products are manufactured through Numatics'
domestic subsidiaries, Ultra Air Products, Inc., Microsmith, Inc., Numatech,
Inc., Numation, Inc., and Micro-Filtration, Inc.

     Ultra Air Products manufacturers air dryers used to remove water from
compressed air systems. It distributes its products primarily through industrial
compressor distributors, rather than through the Company's valve distribution
network.

     Microsmith designs and fabricates electronic componentry. The Company uses
this componentry in its valve products and also markets it to independent
customers.

     Numatech manufactures specialty valves, many of which have been designed by
the Company for specific customer applications. Numatech's principal products
include miniature valves used primarily in the medical and electronics
industries.

     Numation manufactures grippers and guiding units for the materials handling
industry, and Micro-Filtration manufactures coalescing filtration products that
remove contaminants from an air line.

     The Company's specialty products sales were $38.6 million, $41.8 million,
and

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$43.3 million in 1998, 1999, and 2000, respectively.

Engineering
-----------

     The Company is widely recognized as an innovator in the design,
engineering, and manufacture of pneumatic components. The Company has a
dedicated group of engineers, both domestically and internationally. Beginning
with the "lapped spool and sleeve," the Company has continued to produce
engineering innovations which include the following:

  .  On-board electronics, which allow electronic signals to be passed through a
     single input/output source at faster transmission speeds

  .  Electrical plug-in connections, which allow assembly of systems without the
     need for costly wiring

  .  Integral speed controls and integral pressure controls, which are mounted
     between the valve and manifold to provide a complete control package

  .  Manifolding, which reduces piping and space and allows factory assembly,
     reducing cost

  .  Direct solenoid, which eliminates unnecessary pilot valves, improving
     reliability due to fewer parts

  .  Die cast magnesium valves, providing maximum weight reduction and cost
     savings

  .  "Nu-Plex," the first fully integrated serial control system for fluid power
     applications

  .  Aluminum cast valve bodies, which reduces the weight and cost of valves
     that had previously been made of bronze, cast iron, and brass

  .  "Numasizing," the first precise method of determining component size so as
     to accurately match desired performance with a valve configuration that
     uses the smallest amount of energy to get the job done

  The Numasizing process is based on a computerized database containing
empirical data from more than 250,000 test firings of pneumatic cylinders under
different conditions. Numasizing is used at all of the Company's locations
throughout the world. The Company conducts seminars on Numasizing for its
customers and offers its distributors a proprietary program to enable them to
use Numasizing in helping to design efficient systems for their customers.

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Customers, Marketing, and Distribution
--------------------------------------

     The Company's customers consist of end users, machinery manufacturers
(which incorporate the Company's products in their machines), and distributors.
As is common practice in the U.S. market, end users and machinery manufacturers
generally purchase the Company's products through its network of distributors.
Alternatively, in international markets, customers typically purchase directly
from the Company. In some cases, the end user will specify the Company's
products, regardless of distribution channel. The products sold by the Company
are utilized in a diverse group of industries, and no one customer accounted for
more than 2.8 % of total net sales in 2000.

     Approximately 57.0% of the Company's net sales in 2000 were from sales to
distributors. The Company believes it maintains excellent relationships with its
distributor network, which consists of over 115 distributors, including over 75
in North America, 14 in Europe, 15 in Asia and 8 in South America.

     The Company's North American distributors are pneumatics specialists who
sell only pneumatic components and do not sell hydraulic components. In most
cases, the Company's products represent these distributors' principal source of
income. Additionally, the only pneumatic valves these distributors carry are
Numatics' valves. The Company maintains an interactive relationship with its
distributors, conducting periodic meetings in several cities and intensive
training programs while encouraging feedback. The Company employs seven regional
managers in North America to train and assist its distributors. The Company's
distributors purchase products from the Company and maintain their own
inventories.

     The Company has a direct sales force of 167 employees, who sell to over
9,000 direct customers worldwide, of which a significant portion are outside the
United States. The Company also has maintained direct selling efforts with
certain large end users and machinery manufacturers in North America.

Manufacturing
-------------

     The Company has six domestic manufacturing facilities, including four in
Michigan and one each in Ohio and Tennessee. The Company also has manufacturing
plants in Ontario, Canada and Germany. The Company's core valve products
primarily are manufactured in its Highland, Michigan facility, which also is the
Company's headquarters. The final machining and matching of the Company's
proprietary "lapped spool and sleeve" valve components are carried out in a
specially designed, temperature and humidity controlled area. This process is
highly confidential. Visitors and employees who do not require access are not
permitted in the facility, nor are equipment suppliers. All equipment setup for
such operations is performed by the Company's own employees.

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     The Company stresses quality control in all of its manufacturing and
distribution facilities, and each valve is individually tested to meet specific
tolerances before it can be shipped. Currently, the facilities in Germany and
Canada are ISO certified. Additionally, all of the Company's domestic
manufacturing facilities were ISO certified, or recommended for ISO
certification by the end of 2000. The Company believes that achieving ISO
certification at each of its manufacturing facilities is a significant factor in
maintaining its competitive position.

Components and Raw Materials
----------------------------

     The principal raw materials and components used in manufacturing the
Company's products are aluminum castings, stainless steel, solenoids, and screw
machine parts. All of these items are readily available from multiple suppliers,
and the Company also produces a substantial portion of its own requirements of
solenoids and screw machine parts. The Company purchases a significant portion
of its aluminum castings from Taiwanese suppliers through its subsidiary in
Taiwan. The Company has never experienced significant difficulty in acquiring
needed parts and raw materials, and management believes the Company is not
substantially dependent on any particular supplier.

Competition
-----------

     The markets in which the Company operates are highly competitive.
Competition is based primarily on quality, price, timely delivery, service, and
breadth of product line. The markets in which the Company competes are highly
fragmented, and many of its competitors do not currently offer the full range of
products sold by the Company. However, some of the Company's competitors are
significantly larger and have greater financial and other resources than the
Company.

     The Company has the largest U.S. market share in its core product of
directional control, base mounted, 4-way pneumatic valves. The Company's most
significant competitors in North America are Parker Hannifin, SMC Pneumatics and
MAC Valves. Some of the Company's major competitors in the valve market outside
North America are SMC Pneumatics, Festo, and CKD. The actuator and specialty
products markets have different competitors such as Norgren IMI, Wilkerson,
Phd., Robohand, Lee, and Clippard.

International Operations
------------------------

     Numatics, Ltd. in Ontario, Canada and Numatics GmbH in Germany operate
manufacturing facilities, both of which are ISO certified. Numatics, Ltd.
markets a full line of the Company's products to the Canadian market and
manufactures, among other products, lockout valves for the Company's worldwide
needs. Numatics GmbH manufactures some of the Company's products and markets a
full line of Numatics' components to customers in Europe and Africa. Numatics
GmbH maintains a dedicated

Page 13
<PAGE>

engineering staff, which works together with the Company's North American
engineering personnel. Numatics' other foreign operations primarily are sales
and distribution facilities.

     International sales accounted for approximately 15.0% of the Company's 2000
net sales, and international assets accounted for approximately 14.7% of its
total assets as of December 31, 2000. For additional financial information
regarding foreign sales and exports, see Note 7 of the notes to the Company's
audited consolidated financial statements filed as exhibit 99.1 to this
Form 10-K.

Employees
---------

     At December 31, 2000, the Company had 896 employees. Approximately 100 of
those employees at that time were represented by the United Auto Workers under a
contract expiring on March 17, 2002. The Company considers its employee
relations to be good.

Environmental Matters
---------------------

     The Company's plant on North Milford Road in Highland, Michigan, is the
site of a groundwater contamination problem that became known in the early
1980s. The contamination was caused by a chemical (trichloroethylene) that was
used for many years to degrease parts but which has not been used at the site
since the early 1970s. A soil vapor extraction system was used to clean up the
soil contamination, and a pump and treat system has been installed to purge the
groundwater. The soil cleanup has been completed, but completion of the
groundwater remediation is expected to take approximately another seven years.
Based on past expenditures and its current evaluation of site conditions,
management expects to spend approximately $70,000 annually to complete the
groundwater remediation. The Company has recorded a reserve for these future
expenditures, which at December 31, 2000 was approximately $500,000. Management
believes this reserve will be adequate to complete the remediation, although
actual expenditures will depend on actual site conditions and other factors and
are subject to change.

     In 1989, a fluid spill site containing PCBs was discovered at the Company's
East Highland Road facility in Highland, Michigan. The source of the PCBs is
believed to be a transformer that was accidentally ruptured in 1973 while
sitting on the ground awaiting disposal. The area of the spill has been
disturbed by subsequent paving of a portion of the area and soil removal
following a non-PCB waste oil spill. Management estimates that future soils
remedial work at this site will cost approximately $250,000.

     The sites discussed above are the only sites where the Company to date has
identified any environmental contamination. However, most of the Company's
facilities have been in operation for many years, and several of the facilities
have undergone little or

Page 14
<PAGE>

no invasive testing to determine the presence or absence of environmental
contamination. Except as discussed above concerning the two identified sites,
compliance by the Company with federal, state, and local laws and regulations
pertaining to the discharge of material into the environment has not had any
material effect upon the Company in conducting its business, and management
currently does not anticipate that compliance with these laws and regulations in
the future will have any material effect upon the Company in conducting its
business. However, due to the nature of its current operations (and those of its
predecessor), and the history of industrial uses at some of its facilities, the
Company does face some risk of additional exposure to environmentally-related
liabilities.

Page 15
<PAGE>

ITEM 2.  PROPERTIES

     The Company conducts its business in Company-owned facilities, totaling
approximately 348,150 square feet, and leased facilities, totaling approximately
77,568 square feet, of office, engineering, manufacturing and warehouse space.
All of these facilities are suitable to meet the current capacity needs of the
Company's various business units. Leases expire at various times through 2006,
and the Company generally has extension options.

     The table that follows provides additional information concerning each of
these facilities.

<TABLE>
<CAPTION>
LOCATION                          SQUARE FEET     TYPE OF INTEREST         USES
-------------------------------------------------------------------------------------------------------------------------
<S>                               <C>             <C>                      <C>
United States
N. Milford Rd., Highland, MI        76,000             Owned               Company headquarters; valve components
Franklin, TN                        68,000             Owned               Actuators
Sandusky, MI                        57,300             Owned               Valves and solenoids
Lapeer, MI                          41,600             Owned               FRLs and air dryers
Wixom, MI                           12,400             Leased              Specialty valves
E. Highland Rd., Highland,          12,250             Owned               Warehousing
MI
Westlake, OH                        12,000             Leased              Grippers and guiding units
Forrester, MI                       10,000             Leased              Warehousing
Wixom, MI                            8,400             Owned               Distribution facility
Scottsdale, AZ                       2,900             Leased              Electronic componentry design and fabrication
Rochester, NY                        2,700             Leased              Distribution facility

International
St. Augustin, Germany               33,300             Owned               Valves and actuators
London, ON, Canada                  40,000             Owned               Valves and actuators
Leighton, Buzzard, England          11,300             Owned               Distribution and sales
Taipei, Taiwan                       8,000             Leased              Distribution and sales
Brescia, Italy                       7,700             Leased              Distribution and sales
Vancouver, BC, Canada                6,000             Leased              Distribution and sales
Puebla, Mexico                       5,000             Leased              Distribution and sales
Montreal, QB, Canada                 3,600             Leased              Distribution and sales
Paris, France                        3,400             Leased              Distribution and sales
Waardenburg, The Netherlands         1,600             Leased              Distribution and sales
Saltillo, Mexico                     1,307             Leased              Distribution and sales
Budapest, Hungary                      600             Leased              Distribution and sales
Barcelona, Spain                       361             Leased              Sales
</TABLE>

Page 16
<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

     Various legal matters arising during the normal course of business are
pending against the Company. Management does not expect that the ultimate
liability, if any, of these matters will have a material effect on future
consolidated financial statements.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matter was submitted to a vote of Numatics' shareholders during the
quarter ended December 31, 2000.

Page 17
<PAGE>

                                    PART II


ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS


     Numatics' only authorized class of equity security is its common stock. On
March 26, 2001, there were eight holders of the outstanding shares of the common
stock, all but one of whom were Numatics employees. The common stock has no
public trading market, all outstanding shares are subject to transfer
restrictions, and the shares held by employees are subject to a Numatics
repurchase option. See "Compensation Committee Interlocks and Insider
Participation" under item 11.

     The common stock of the Company was split on the basis of 125 shares with a
par value of $.01 per share for each issued and outstanding share effective May
15, 2000. In connection with the stock split, the authorized share capital was
changed from the previously authorized 250,000 shares of common stock of the
Company to 9,950,000 shares of common stock with a $.01 par value.

     To date, no dividends have been paid on the common stock, except for a $6
million extraordinary dividend paid on March 26, 1998. The agreements governing
the Credit Facility and the indenture governing the Series B Notes substantially
limit the payment of future dividends on the common stock, and no such dividends
are expected to be declared or paid for the foreseeable future.

Page 18
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

Selected Financial Data (in thousands)

<TABLE>
<CAPTION>
                                                              Year ended December 31
                                           2000           1999           1998           1997           1996
<S>                                      <C>            <C>            <C>            <C>            <C>
INCOME STATEMENT DATA
Net sales                                $145,861       $140,120       $139,415       $147,097       $132,015
Cost of products sold                      92,328         87,686         87,956         93,785         81,676
                                         --------------------------------------------------------------------
Gross profit                               53,533         52,434         51,459         53,312         50,339
Marketing, engineering, general
 and administrative expenses               34,350         31,843         30,771         31,830         28,253
Michigan single business tax (1)              219            391           (609)           945            885
                                         --------------------------------------------------------------------
Operating income                           18,964         20,200         21,297         20,537         21,201
Interest and other financing
 expenses                                  16,819         16,062         15,927         17,021         16,763
Other expense                               1,729          1,732            236          1,348            535
                                         --------------------------------------------------------------------
Income before income taxes and
 extraordinary item                           416          2,406          5,134          2,168          3,903
Income taxes                                1,075          1,520          2,283            904          1,895
                                         --------------------------------------------------------------------
Income (loss) before extraordinary
 item                                        (659)           886          2,851          1,264          2,008
Extraordinary item, net of income
 tax (2)                                        -              -         (4,918)             -              -
                                         --------------------------------------------------------------------
Net income (loss)                        $   (659)      $    886       $ (2,067)      $  1,264       $  2,008
                                         ====================================================================

OTHER FINANCIAL DATA
Cash provided by operating
 activities                              $  3,146       $  4,294       $  7,578       $ 11,047       $ 13,096
Cash used in investing activities          (5,330)        (6,403)        (6,913)        (7,808)        (5,392)
Cash provided by (used in)
 financing activities                       1,987          2,502           (139)        (3,314)        (7,280)
EBITDA (3)                                 25,320         26,036         26,137         25,931         25,811
Depreciation and amortization               6,137          5,444          5,449          5,000          4,489
Capital expenditures                        5,588          6,407          6,605          7,881          5,594

BALANCE SHEET DATA
Working capital                          $ 44,283       $ 41,161       $ 37,724       $ 27,469       $ 28,189
Total assets                              114,564        114,553        109,212         98,535         93,987
Total long-term debt                      164,199        162,392        160,375        135,696        136,273
Total shareholders' deficit               (74,850)       (73,894)       (75,292)       (69,930)       (70,864)
Common stock dividend                           -              -          6,000              -              -
</TABLE>

Page 19
<PAGE>

(1) The Michigan Single Business Tax is a state tax which is calculated based on
    operating activity and capital expenditure levels and is in lieu of a state
    income tax.

(2) Represents $1.6 million (net of income taxes) write off of deferred
    financing costs, $2.1 million (net of income taxes) for the amortization of
    the previously unamortized discount on a series of subordinated notes that
    was prepaid during the year and $1.2 million (net of income taxes) for
    associated prepayment penalties.

(3) "EBITDA" represents the sum of operating income plus depreciation and
    amortization (less amortization of deferred financing costs) and Michigan
    Single Business Tax. Information regarding EBITDA is presented because
    management believes (i) it is a widely accepted financial indicator of a
    company's ability to incur and service debt, (ii) it reflects the non-cash
    effect on earnings of amortization and depreciation expense, and (iii) it is
    the basis on which compliance with certain of the financial covenants
    contained in the Credit Facility is principally determined. However, EBITDA
    does not purport to represent cash provided by operating activities as
    reflected in the Company's consolidated statements of cash flow, is not a
    measure of financial performance under generally accepted accounting
    principles and should not be considered in isolation or as a substitute for
    measures of performance prepared in accordance with generally accepted
    accounting principles. Also, the measure of EBITDA may not be comparable to
    similar measures reported by other companies. See "Management's Discussion
    and Analysis of Financial Condition and Results of Operations."

Page 20
<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

     The following discussion should be read in conjunction with the Company's
financial statements and the notes thereto, included elsewhere in this report.

Overview
--------

     The Company is a leading global manufacturer and marketer of pneumatic
components.  The Company's net sales are principally derived from the sale of
its products worldwide to over 9,000 customers, including a network of over 115
distributors.  In recent years, the Company has diversified its revenue base
through its expanded product lines and an increase in international sales.  In
the U.S., the Company's products are principally sold through a network of 50
distributors who purchase and stock Numatics' products.  In non-U.S. markets, a
majority of sales are derived from direct customers.

     The Company's cost of products sold consists primarily of raw materials,
labor, manufacturing overhead and purchased product costs.  The Company has
generally had success in passing through price increases in raw materials to its
customers, although there can be no assurance that it will be able to continue
to do so.  While the Company has experienced growth through its expanded product
lines, certain new products generally have lower gross margins during periods of
development and introduction than the Company's traditional valve products.

Results of Operations
---------------------

Year Ended December 31, 2000 Compared with Year Ended December 31, 1999

     Net Sales.  The Company's net sales for the total year 2000 increased 4.1%,
or $5.7 million, from $140.1 million in 1999 to $145.9 million in 2000, although
net sales for the fourth quarter exhibited a 10.6% decrease from prior year, as
a result of the general economic slowdown.  Net sales in North America increased
4.3%, or $5.1 million, while international sales increased 2.8%, or $0.6
million.

     Gross Profit.  Gross profit for 2000 decreased to 36.7% of net sales from
37.4% in 1999.  This decline was a result of product mix changes and one-time
inventory adjustments.

     Marketing, Engineering, General and Administrative.  Marketing,
engineering, general and administrative expenses increased $2.5 million in 2000,
ending the year at $34.4 million.  This increase was primarily attributable to
expanded marketing programs, professional fees, and costs associated with the
implementation of a new enterprise-wide computer system at the U.S. Valves and
FRL divisions in the first quarter of 2000.  Incremental ongoing costs related
to the computer system were $1.3 million while

Page 21
<PAGE>

incremental one-time costs for implementation and enhancements to the system
were $0.7 million. The $1.3 million of incremental ongoing costs are expected to
continue.

     Single Business Tax.  Single business tax for 2000 was $0.2 million
compared to $0.4 million in 1999.

     Operating Income.  Operating income in 2000 was $19.0 million, or 13.0% of
sales, compared to $20.2 million, or 14.4% of sales, in 1999.  This $1.2 million
decrease was principally due to reduced gross profit and increased marketing,
engineering, general and administrative expenses, as explained above.

     Interest and Other Financing Expenses.  Slightly higher debt levels,
combined with increased general interest rates, resulted in a $0.8 million
increase in interest expense in 2000 compared to 1999.

     Other Expense.  Other expense consisted primarily of unrealized foreign
exchange gains and losses.  Expense in 2000 was substantially equal to 1999.

     Income Taxes.  The Company's income taxes at the statutory rate differed
from its recorded income tax expense due to international rate differences and
other various differences.

     Net Income (Loss).  Due to the factors discussed above, net income
decreased $1.5 million, to a loss of $0.7 million for 2000.

Year Ended December 31, 1999 Compared with Year Ended December 31, 1998

     Net Sales.  The Company's net sales for 1999 increased 0.5%, or $0.7
million, from $139.4 million in 1998 to $140.1 million in 1999.  Net sales in
North America increased 4.4%, or $5.0 million, while international sales
decreased 16.7%, or $4.3 million.  This decrease in international sales was a
result of the softness felt in the European pneumatic market, which started
during the fourth quarter of 1998.

     Gross Profit.  Gross profit for 1999 increased to 37.4% of net sales from
36.9% in 1998.  This improvement was a result of cost containment efforts
undertaken to help offset the lower sales volume in the first part of the year
in North America, and throughout the year in the European market.

     Marketing, Engineering, General and Administrative.  Marketing,
engineering, general and administrative costs increased $1.1 million in 1999,
ending the year at $31.8 million.  This increase was primarily the result of the
acquisition of Empire Air Systems in 1999.

Page 22
<PAGE>

     Single Business Tax.  Single business tax for 1999 was an expense of $0.4
million compared to a credit of $0.6 million in 1998.  The credit resulted from
filing amended returns in March 1998 for the years 1992 to 1996 due to a tax
ruling that redefined the reported sales that are included in the calculation of
the tax, which favorably impacted the Company.

     Operating Income.  Operating income in 1999 was $20.2 million, or 14.4% of
sales, compared to $21.3 million, or 15.3% of sales, in 1998.  This $1.1 million
decrease was principally due to increased single business tax expense in 1999,
as explained above.

     Interest and Other Financing Expenses.  Slightly higher debt levels
resulted in a $0.1 million increase in interest expense in 1999 compared to
1998.

     Other Expense.  Other expense consisted primarily of unrealized foreign
exchange gains and losses.  The $1.5 million increase in expense for 1999
compared to 1998 was a result of the strengthening of the U.S. dollar against
major foreign currencies.

     Income Taxes.  The Company's income taxes at the statutory rate differed
from its recorded income tax expense due to international rate differences and
other various differences.  At December 31, 1999, the Company had net operating
loss carryforwards of approximately $2.6 million, primarily at its German
subsidiary.  Those loss carryforwards have no expiration date.

     Net Income (Loss).  Due to the factors discussed above and the 1998
extraordinary item related to the early retirement of debt, net income increased
$3.0 million, to $0.9 million for 1999.


Liquidity and Capital Resources
-------------------------------

     Working capital was $44.3 million at December 31, 2000, compared with $41.2
million at December 31, 1999.  Historically, the Company has utilized cash from
operations and borrowings under its credit facilities to satisfy its operating
and capital needs and to service its indebtedness.

     The Credit Facility includes: (i) term loans of $29.0 million, $4.0 million
and $2.0 million to Numatics and its German and Canadian subsidiaries,
respectively and (ii) revolving credit facilities, including letters of credit,
of $32.0 million and $3.0 million to Numatics and its German subsidiary,
respectively. The revolving credit facilities permit each of Numatics and its
German subsidiary to borrow up to the lesser of the total amount of its
respective revolving credit facility or a borrowing base computed as a
percentage of inventory and accounts receivable. Interest on term loans to
Numatics' Canadian and German subsidiaries and on the revolving facilities
accrues at an annual rate based on an applicable margin over Bank One,
Michigan's prime rate, or LIBOR.  Management

Page 23
<PAGE>

estimates that the borrowing base limitations would have limited the Company's
revolving credit availability to approximately $31.3 million as of December 31,
2000. All borrowings under the revolving credit facilities mature in June 2002.
The term loans are payable in quarterly installments, which totaled $3.0 million
for 2000, and will total $3.5 million for 2001 and $23.0 million for 2002. The
Credit Facility is guaranteed by all of Numatics' domestic subsidiaries, and the
facility and those guarantees are secured by substantially all the assets of
Numatics and its domestic subsidiaries and, with respect to the loans to
Numatics' foreign subsidiaries, by substantially all the assets of such
subsidiaries. The Credit Facility includes certain financial and operating
covenants, which among other things restrict the ability of the Company to incur
additional indebtedness, make investments, and take other actions.

  As of December 31, 2000, the Company was in default under certain of the
financial covenants in the Credit Facility. In March 2001, the Company and its
bank lenders entered into an amendment to the Credit Facility that, among other
things, waived the past defaults, changed the scheduled termination dates of the
Credit Facility to June 30, 2002, and established new financial covenants.

  In connection with the amendment of the Credit Facility, the Company plans to
begin seeking financing from other sources to replace the Credit Facility. While
the Company believes it will be able to arrange alternative financing, there can
be no assurance that this will prove to be the case. If the Company were unable
to obtain new financing, and if it were to default under any of the financial
covenants in the Credit Facility, the Credit Facility lenders would have the
right to stop making revolving credit advances and to declare all of the
Company's indebtedness under the Credit Facility immediately due and payable.

  The interest rates payable under the terms of any new financing arrangement
will be higher than those currently payable under the Credit Facility, thus
increasing its annual debt service requirement and heightening the risks
described in item 1 of this report under "Risk Factors--Leverage."



Other Matters
-------------

  As further discussed in item 11, under "Compensation Committee Interlocks and
Insider Participation," Numatics, Mr. Welker, and all of the Company's other
employee-shareholders are parties to an agreement under which the Company has
the option, but not the obligation, to redeem the shares of any such shareholder
upon the happening of certain events, including death, disability, or
termination of employment. This agreement covers over 93% of the Numatics'
shares currently outstanding. At December 31, 2000, the total redemption value
of these optioned shares was $34.7

Page 24
<PAGE>

million. The indenture governing the Series B Notes contains substantial
limitations on Numatics' ability to redeem shares but does permit redemptions,
including limited cash redemptions, in certain cases. If one of the triggering
events were to occur, the Numatics Board of Directors would decide whether to
exercise the option based on the facts and circumstances existing at that time.
In making such a determination, the Board could be expected to consider the
following factors, among others: the limitations contained in the indenture, the
Company's ability to pay or finance the redemption price, the Company's other
anticipated cash needs, and other then-existing business and economic
conditions.

     Each of the management shareholders of certain Numatics subsidiaries
(Numation, Numatech and Taiwan) is required to sell his subsidiary shares to
Numatics (or the subsidiary) upon such shareholder's (i) death, (ii) permanent
disability or (iii) termination of employment with the Company. The price to be
paid by the Company for such shares will be determined by a formula based upon a
multiple of earnings of the relevant subsidiary. The obligations of the Company
to purchase such shares are not subject to any limitations.  However, the
payment of these amounts may be prohibited by the terms of the Series B Note
indenture.  Currently, the amounts that would be payable under these agreements
are not material to the Company.

Page 25
<PAGE>

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Information with respect to the levels of indebtedness subject to interest
rate fluctuation is contained in Note 2 to the consolidated financial statements
filed with this Form 10-K as exhibit 99.1.  Information with respect to the
Company's level of business outside the United States that is subject to foreign
currency exchange rate market risk is contained in Note 7 to those consolidated
financial statements under the caption "Segment and Geographic Information."
Those notes hereby are incorporated in this item by reference.

Interest Rate Risk
------------------

     The Company is subject to market risk associated with adverse changes in
interest rates and foreign currency exchange rates, but does not hold any market
risk sensitive instruments for trading purposes. The Company had total debt of
$164.2 million at December 31, 2000, of which $48.4 million was variable rate
debt. The Company measures its interest rate risk by estimating the net amount
by which potential future net earnings would be impacted by hypothetical changes
in market interest rates related to all interest rate sensitive assets and
liabilities. Assuming a hypothetical 20% increase from the interest rates in
effect as of December 31, 2000 and consistent levels of debt and cash, the
estimated reduction in future earnings, net of tax, would be approximately $ 0.9
million.

Foreign Currency Risk
---------------------

     The Company mitigates its foreign currency exchange rate risk principally
by establishing local production and sales facilities in the markets it serves
and by invoicing customers in the same currency as the source of the products.
The Company also monitors its foreign currency exposure in each country and
implements strategies to respond to changing economic and political
environments.

     As of December 31, 2000, the Company's net assets (defined as current
assets less current liabilities) subject to foreign currency translation risk
were $16.4 million.  The potential decrease in net assets from a hypothetical
10% adverse change in quoted foreign currency exchange rates would be
approximately $1.6 million.

     The sensitivity analysis presented assumes a parallel shift in all foreign
currency exchange rates.  Exchange rates for different currencies do not
necessarily move in the same direction.  Accordingly, this assumption may
overstate the impact of changing exchange rates on the Company's assets and
liabilities denominated in a foreign currency.

Page 26
<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The information required by this item is incorporated in this item by
reference to the Company's audited consolidated financial statements filed with
this Form 10-K as exhibit 99.1.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

     None.

Page 27
<PAGE>

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


     The table that follows sets forth the name, age at December 31, 2000, and
position with the Company of each person who currently is a Numatics director or
an executive officer of the Company.  Information concerning the business
experience for at least the past five years of each of the persons named is
provided after the table.  All Numatics directors are elected for terms of one
year and until their successors are elected and qualified.


<TABLE>
<CAPTION>
                           Name                      Age                    Position
          ---------------------------------------------------------------------------------------
          <S>                                        <C>     <C>
          John H. Welker                              60     Chairman, President and Chief
                                                             Executive Officer

          Robert P. Robeson                           54     Vice President, Treasurer, Secretary
                                                             and Chief Financial Officer

          David K. Dodds                              52     Vice President--Sales & Marketing

          Henry Fleischer                             77     Vice President--Research & Development

          Donald E. McGeachy                          64     Vice President--Engineering

          David M. Tenniswood                         64     Director

          Albert A. Koch                              58     Director

          John P. Musat                               55     Director

          John J. Collins                             49     Director
</TABLE>

     John H. Welker has been with Numatics (and its predecessor) for a total of
35 years.  He has been Numatics' Chairman of the Board, President, and CEO since
1990.  He was President of Numatics' predecessor from 1983 until 1990 and prior
to 1983 held a variety of management positions within that predecessor company.

     Robert P. Robeson joined Numatics' predecessor as Chief Financial Officer
in 1988 and in 1990 also was named Vice President, and its Treasurer and
Secretary.  Prior to joining Numatics' predecessor, Mr. Robeson was CFO of
Gelman Sciences, a publicly

Page 28
<PAGE>

traded company.

     David K. Dodds has been Vice President-Sales & Marketing since 1994.  Prior
to that, he was President of Numatics, Ltd., the Company's Canadian subsidiary,
a position he was appointed to in 1980.

     Henry Fleischer has been Vice President-Research & Development since 1992.
He joined Numatics' predecessor in 1968 as Chief Engineer and held a variety of
positions from then until his subsequent appointment to Vice President in 1992.

     Donald E. McGeachy has been Vice President-Engineering since 1992.  He has
been with Numatics (or its predecessor) since 1964 and served as Chief Engineer
from 1975 until 1992.

     David M. Tenniswood has been a Numatics Director since 1990.  He has been
the President and Chief Executive Officer of Aqua-Chem, Inc. (manufacturer of
boilers and water purification and treatment products) since October 20, 1999.
Prior to that he was Vice President - European Operations of the Company from
1996 through March 31, 1998 and prior to 1996, Mr. Tenniswood was President of
the Controls Group at MascoTech for ten years.

     Albert A. Koch has been a Numatics Director since 1990.  He has been the
Managing Principal of Jay Alix & Associates since 1995.  Prior to joining Jay
Alix & Associates, he was a Managing Director of Equity Partners of America,
Ltd. (investment banking and financial consulting).

     John P. Musat has been a Numatics Director since 1996. He is Vice President
Manufacturing Technology at Metaldyne Precision Forming (cold steel extruder)
and has been with them since 1982.

     John J. Collins has been a Numatics Director since 2000.  He has been the
Senior Vice President and General Counsel of Champion Enterprises, Inc. since
1997.  Prior to joining Champion Enterprises, Inc. he was a Senior Principal and
Managing Director of Miller, Canfield, Paddock and Stone, P.L.C. (law firm).

Page 29
<PAGE>

ITEM 11.  EXECUTIVE COMPENSATION

Summary Compensation Information
--------------------------------

     The table that follows provides information for the Company's last three
fiscal years concerning the compensation of John H. Welker, Numatics' CEO, and
the four other individuals who were the highest paid executive officers of
Numatics during 2000.


<TABLE>
<CAPTION>
                                   Summary Compensation Table
                                                           Annual Compensation (1)
-----------------------------------------------------------------------------------------------
    Name and Principal                                                             All Other
         Position                 Year          Salary             Bonus       Compensation (2)
<S>                              <C>          <C>              <C>           <C>
John H. Welker,                   2000          $351,020         $125,250           $6,500
Chairman, President               1999           326,020         $110,750            5,000
and CEO                           1998           301,020          110,500            5,000

Robert P. Robeson, Vice           2000           150,300           64,610            6,500
President, Treasurer,             1999           143,100           56,180            5,000
and CFO                           1998           137,600           62,470            5,000

David K. Dodds,                   2000           139,460           59,233            6,500
Vice President--Sales             1999           132,860           49,036            5,000
and Marketing                     1998           127,760           55,022            5,000


Donald E. McGeachy, Vice          2000           119,900           50,232            6,500
President--Engineering            1999           114,200           41,608            4,969
                                  1998           109,800           44,523            4,977

Henry Fleischer,                  2000           105,520           39,308            6,335
Vice President--Research          1999           101,420           39,389            4,623
& Development                     1998            97,520           41,575            4,689


</TABLE>

(1)  Does not include perquisites and other personal benefits provided to named
     executives, the incremental cost of which to the Company in each case was
     less than 10% of the pertinent executive's salary and bonus for the year.


(2)  For each executive, includes a Company contribution of $3,500 in 2000 and
     $2,000 in each of the years 1999 and 1998 to the Company's deferred
     contribution and employee savings plan and, in each year, a Company
     matching contribution to that plan based on the executive's contribution.

Page 30
<PAGE>

Welker Employment Agreement
---------------------------

     Numatics has an agreement with John Welker for his employment as CEO
through December 31, 2003.  Under this agreement, he is entitled to salary at
specified rates ($350,000 for 2000, $380,000 for 2001, increasing annually
thereafter to $440,000 for 2003), and to a cash performance bonus supplementing
his salary determined pursuant to a formula based on the Company's operating
performance relative to its operating budget.  The agreement also contemplates
that Numatics' Board of Directors annually will consider whether he should be
paid a discretionary bonus, whether or not a performance bonus also is payable.

      During the term of the agreement, Numatics is entitled to terminate Mr.
Welker's employment at any time for any reason, upon 60 days' prior notice to
him, and also is entitled to terminate him for "cause" or in certain cases of
"permanent disability" (as defined in the agreement), upon less prior notice. If
the Company were to terminate him not for cause or permanent disability, or
terminated him for permanent disability without having maintained certain
disability insurance in effect for his benefit, he would be entitled to
continuation of his regular salary for a one-year period commencing on his
termination date. In addition, if Mr. Welker were to die while employed by the
Company, the equivalent of his regular salary for a 60-day period thereafter
would be payable to his estate.

     The agreement imposes non-competition obligations upon Mr. Welker during
his employment and for one year thereafter and also imposes confidentiality
obligations upon him, which continue for five years after his employment
termination date.

Deferred Compensation Plan
--------------------------

     Numatics has a "top-hat" non-qualified deferred compensation plan, under
which a small group of management-level employees could become entitled to
receive cash distributions if certain conditions are satisfied.  In general,
under the plan as currently in effect, if a plan participant's employment with
the Company continues until his death, retirement at or after age 65, or
disability (determined as specified in the plan), or if a participant remains in
active Company service through the later of (a) November 29, 2002 or (b) the
twelfth anniversary of the commencement of his employment; and his employment
thereafter terminates other than in an Involuntary Discharge for Cause (as
defined in the plan), which involuntary discharge would cause the forfeiture of
his right to any distribution, then Numatics would become obligated to pay his
distribution, without interest, in regular installments over a five-year period
commencing within 60 days of his employment termination date.  Similar five-year
installment payment obligations also would arise under the plan with respect to
all participants if Numatics elected to terminate the plan or if a Company
Change in Control (as defined in the plan) should occur.

     However, the current terms of the plan also provide for a pro rata
reduction in the

Page 31
<PAGE>

amounts of annual installment payments to distributees and for lengthening the
installment payment period if Numatics becomes obligated to make payments to
more than one distributee at the same time, to the extent (if any) necessary to
prevent total annual payments to the distributees in excess of 3.0% of the
Company's prior year earnings before interest, taxes, depreciation, and
amortization. In addition, the plan provides that no distribution payments
whatsoever may be made prior to January 31, 2004.

     Eight of the Company's employees participate in this plan, including all of
the named executives. The distribution amounts for the named executives are as
follows: Mr. Welker, $2,643,546; Mr. Robeson, $105,398; Mr. Dodds, $151,757; Mr.
Fleischer, $130,656; Mr. McGeachy, $151,757.

Directors' Compensation
-----------------------

     Numatics pays a meeting fee of $1,600 to each director not also employed by
the Company for each meeting of the Numatics Board of Directors that he attends.

     In addition, during 2000, Numatics issued three of its non-employee
directors options to purchase shares of Numatics common stock for $17.50 per
share. Messrs. Tenniswood and Koch were each issued options to purchase 6,000
shares; Mr. Musat was issued options to purchase 3,000 shares. Each option is
currently exercisable with respect to 20% of the covered shares and will become
exercisable as to an additional 20% each year for the next four years if the
holder continues to be a director. As a condition to exercising an option, the
director will be required to enter into a stock transfer agreement that will,
among other things, restrict the transfer of the purchased shares, give Mr.
Welker the right to vote them, give the Company the right to repurchase them in
certain events (including the death or resignation of the director), and give
the director the right to sell them to the Company (subject to certain
limitations and in any event only if the Board of directors determines that the
purchase would be in the Company's best interest). Repurchases under the stock
transfer agreement would be at a formula price based on the Company's operating
income for its most recently completed twelve-month period. None of the options
has been exercised.

     Employee directors are not paid any additional compensation for Board
service.

Compensation Committee Interlocks and Insider Participation
-----------------------------------------------------------

     All decisions concerning the 2000 compensation of the Company's executive
officers were made by the Numatics Board of Directors.  Messrs. Welker,
Tenniswood, Koch and Musat served on the Board throughout 2000.  Mr. Collins was
elected to the Board in 2000 to replace Mr. Tim R. Palmer, who had been a
Numatics Director since 1997 and resigned in 2000 to pursue other business
interests.  Except as described below, no current or former officer and no
current employee of Numatics or of any of its

Page 32
<PAGE>

subsidiaries participated in deliberations of the Board concerning executive
compensation during 2000.

     Mr. Welker is the controlling shareholder of Numatics and its Chairman,
CEO, and President.  Until March 24, 1998, Mr. Tenniswood also was an executive
officer of the Company.  None of the other directors is or ever has been an
officer or employee of Numatics or of any of its subsidiaries.

     Numatics advanced $185,000 to Mr. Welker during 1996 to purchase the stock
of a departing executive, all of which remains outstanding. In February 1998,
Numatics advanced an additional $400,000 to Mr. Welker, all of which also
remains outstanding. These loans are unsecured, bear interest at 6.5% per annum,
and are payable on demand.

     Numatics, Mr. Welker, each other current executive officer of the Company,
and all of its other employees who own Numatics' stock are party to a
shareholder agreement that gives Numatics the option, but not the obligation, to
purchase the shares of any shareholder party, including Mr. Welker, if the
shareholder ceases to be a Company employee due to his death, his Total and
Permanent Disability or Involuntary Discharge Without Cause (each as defined in
the agreement), his retirement at or after age 65, or his resignation (if after
the later of (i) November 29, 2002 or (ii) the twelfth anniversary of his date
of hire by Numatics or its predecessor) for a redemption price to be determined
by a formula intended to approximate the shares' fair market value at the time
of employment termination. This agreement covers 93.88% of the outstanding
shares of Numatics common stock, 75.60% of which are held by Mr. Welker.

     The Company employs Mr. Jeffrey Welker, son of John Welker, as Application
Engineer. His total 2000 compensation was $72,557.

Page 33
<PAGE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Over 5% Owners
--------------

     So far as is known to the Company, the only persons who are beneficial
owners (within the meaning of SEC Rule 13d-3) of over 5.0% of Numatics'
outstanding common shares are: (a) John H. Welker, whose ownership information
is set forth below under "Management and Directors" and who maintains an address
at the Company's principal executive office; and (b) Harvard Private Capital
Holdings, Inc. (the address of which is c/o Charlesbank Capital Partners LLC,
600 Atlantic Avenue, Boston, Massachusetts 02210), which holds 159,575 shares,
representing 6.12% of the outstanding shares.

Management and Directors
------------------------

     The table that follows sets forth the beneficial ownership (for purposes of
SEC Rule 13d-3) of shares of Numatics' common stock by each Numatics director,
each executive officer named in the Summary Compensation Table above, and all
directors and current executive officers as a group.

<TABLE>
<CAPTION>
     Name of Beneficial Owner                        Shares Owned        Percentage Owned
     --------------------------------------------------------------------------------------
     <S>                                            <C>                  <C>
     John H. Welker (1)                               2,447,742.50                   93.88%
     Robert P. Robeson                                   78,391.25                    3.01%
     David K. Dodds                                     112,881.25                    4.33%
     Henry Fleischer                                     97,201.25                    3.73%
     Donald E. McGeachy                                 112,881.25                    4.33%
     David M. Tenniswood                                         0                      --
     Albert A. Koch                                              0                      --
     John P. Musat                                               0                      --
     John J. Collins                                             0                      --
     All directors and executive officers as          2,447,742.50                   93.88%
     a group (9 persons) (1)
</TABLE>

(1)  Mr. Welker has sole voting and dispositive power over 1,971,196.25 (75.60%)
     of the reported shares, which are his own, and sole voting power over all
     other outstanding shares, excluding those owned by Harvard Private Capital
     Holdings, pursuant to a voting agreement among Numatics, Mr. Welker and all
     of Numatics' other shareholders who are Company employees.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required in response to this item is included under item 12 and
incorporated herein by this reference.

Page 34
<PAGE>

                                    PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K


(a)  1. Financial Statements.  (All contained in Exhibit 99.1 to this report.
        Page numbers shown below.)


                       Consolidated Financial Statements
                            Numatics, Incorporated
                 Years ended December 31, 2000, 1999, and 1998
                      with Report of Independent Auditors


                                                                      Page in
                                                                    Exhibit 99.1
               Report of Independent Auditors                            1
               Consolidated Balance Sheets                               2
               Consolidated Statements of Operations                     4
               Consolidated Statements of Stockholders' Equity
               (Deficiency)                                              5
               Consolidated Statements of Cash Flows                     6
               Notes to Consolidated Financial Statements                7

     2. Financial Statement Schedule.


          Schedule II - Valuation and Qualifying Accounts
          (found at page F-1 of this report)

     3. Exhibits. The following exhibits are filed with this Form 10-K or
          incorporated herein by reference:



Exhibit No       Description
--------------------------------------------------------------------------------
(e)  3.1.1       Article of Incorporation of Numatics, as amended

(a)  3.1.2       Bylaws of Numatics

(a)  3.2.1       Articles of Incorporation of Numation, Inc., as amended

(a)  3.3.2       Bylaws of Numation, Inc., as amended

(a)  3.2.1       Articles of Incorporation of Numatech, Inc., as amended

Page 35
<PAGE>

(a)  3.3.2       Bylaws of Numatech, Inc., as amended

(a)  3.4.1       Articles of Incorporation of Micro-Filtration, Inc. as amended

(a)  3.4.2       Bylaws of Micro-Filtration, Inc., as amended

(a)  3.5.1       Articles of Incorporation of Ultra Air Products, Inc. as
                 amended

(a)  3.5.2       Bylaws of Ultra Air Products, Inc., as amended

(a)  3.6.1       Articles of Incorporation of Microsmith, Inc., as amended

(a)  3.6.2       Bylaws of Microsmith, Inc., as amended

(a)  3.7.1       Articles of Incorporation of I.A.E. Incorporated

(a)  3.7.2       Bylaws of I.A.E. Incorporated

(a)  4.1.1       Indenture, dated as March 23, 1998, among Numatics, the
                 Guarantors identified there, and First Trust National
                 Association, as trustee

(a)  4.1.2       Form of Series B Notes (including related Subsidiary Guarantees
                 by the Guarantors indentified in Indenture)

(c)  4.1.3       Supplemental Indenture, dated as of January 25, 1999, by which
                 Empire Air Systems, Inc. became a Guarantor

(a)  4.2.1       Amended and Restated Loan Agreement, dated March 23, 1998,
                 among Numatics, Numatics GmbH, Numatics, LTD., NBD Bank, as
                 Administrative Agent, BankBoston, N.A., as Documentation Agent,
                 and the Lenders party thereto

     4.2.2       Fifth Amendment to Loan Agreement, dated March 28, 2001
                 (Note: The First, Second, Third, and Fourth Amendments are not
                 filed because all of the amendments to the Loan Agreement
                 effected thereby have been superseded by provisions of the
                 Fifth Amendment.)

(a)  4.2.3       Amended and Restated Guaranty Agreement, dated as of March 23,

Page 36
<PAGE>

                 1998, by Numatics and the Guarantors in favor of NBD Bank, as
                 Administrative Agent, and BankBoston, N.A., as Documentation
                 Agent

(c)  4.2.4       Form of Empire Air Systems Guaranty Agreement by Empire Air
                 Systems, Inc. in favor of NBD Bank, as administrative agent

(a)  10.1.1      Securities Purchase Agreement, dated as of January 3, 1996,
                 between Numatics and Harvard Private Capital Holdings

(a)  10.1.2      Numatics, Incorporated Tag-Along and Drag-Along Agreement,
                 dated January 3, 1996, among Numatics, Harvard Private Capital
                 Holdings, and shareholders of Numatics

(a)  10.1.3      Registration Agreement, dated as of January 3, 1996, between
                 Numatics and Harvard Private Capital Holdings

(a)  10.1.4      Form of Guaranty Agreement between Harvard Private Capital
                 Holdings and I.A.E. Incorporated, dated as of March 23, 1998
                 (Each of the other guarantors has executed an Amended and
                 Restated Guaranty Agreement in substantially the same form.)

(a)  10.1.5      Agreement, dated as of March 23, 1998, between Numatics and
                 Harvard Private Capital Holdings

(a)  10.2        Amended and Restated Stock Transfer Agreement, dated December
                 28, 1995, among Numatics, John H. Welker, individually and as
                 trustee of the John H. Welker Trust u/a dtd December 28, 1995,
                 David K. Dodds, Donald E. McGeachy, Henry Fleischer,
                 individually and as trustee of the Henry Fleischer Trust u/a
                 dtd March 10, 1993, Robert P. Robeson, John A. Acuff, Bruce W.
                 Hoppe, David King, and Philip Robinson

(b)  10.2.1      First Amendment, dated June 30, 1998, to Amended and Restated
                 Stock Transfer Agreement

(a)  10.3        Voting Agreement, dated as November 29, 1990, among Numatics
                 (under its former name, Numatics Acquisition Corporation) and
                 certain shareholders of Numatics

(a)  10.4        Employment Agreement, dated January 3, 1996, between Numatics
                 and John H. Welker**

(a)  10.5        Numatics, Incorporated Amended and Restated Deferred
                 Compensation Plan, adopted December 28, 1995, and related
                 acknowledgements by Eligible Employees (as therein defined)**

Page 37
<PAGE>

(d)  10.6.1      Numatics, Incorporated Incentive Plan adopted June 29, 2000**

(d)  10.6.2      Form of Stock Transfer Agreement referred to in Incentive
                 Plan**

21.1             List of subsidiaries of Numatics

99.1             Consolidated Financial Statements--Numatics, Incorporated--
                 Years ended December 31, 2000, 1999 and 1998 with Report of
                 Independent Auditors


(a)    Incorporated by reference to exhibit to Registration Statement on Form S-
     4 filed on April 29, 1998 (File No. 333-51355)


(b)    Incorporated by reference to Amendment No. 1 to Registration Statement on
     Form S-4 filed on July 10, 1998 (File No. 333-51355)


(c)    Incorporated by reference to exhibit to Annual Report on Form 10-K for
     the year ended December 31, 1998 (File No. 333-51355)


(d)    Incorporated by reference to exhibit to Quarterly Report on Form 10-Q for
     the quarter ended September 30, 2000 (File No. 333-51355)


(e)    Incorporated by reference to exhibit to Annual Report on Form 10-K for
     the year ended December 31, 1999 (File No. 333-51355)



**     Indicates contract or compensatory plan or arrangement with one or more
     Numatics executive officers and/or directors



(b)    Reports on Form 8-K. No reports on Form 8-K were filed by Numatics during
     the three months ended December 31, 2000.

Page 38
<PAGE>

                SCHEDULE II - Valuation and Qualifying Accounts
                                (in thousands)


<TABLE>
<CAPTION>
            Column A                             Column B     Column C     Column D          Column E
            --------                             --------     --------     --------          --------
                                                              Addition
                                                Balance at   Charged to                     Balance at
                                               Beginning of  Costs and   Deductions -         End of
            Description                           Period      Expenses     Describe           Period
------------------------------------------------------------------------------------------------------
<S>                                            <C>           <C>          <C>               <C>
Year ended December 31, 2000
  Accounts receivable allowance                         185          50            58  (1)         177
  Inventory reserve                                     576           0            78  (2)         498
  Deferred tax asset valuation allowance                118           0           118  (3)           0

Year ended December 31, 1999
  Accounts receivable allowance                          58         161            34  (1)         185
  Inventory reserve                                     994           0           418  (2)         576
  Deferred tax asset valuation allowance                465           0           347  (3)         118

Year ended December 31, 1998
  Accounts receivable allowance                          60          32            34  (1)          58
  Inventory reserve                                     892         282           180  (2)         994
  Deferred tax asset valuation allowance               1066           0           601  (3)         465
</TABLE>


(1) Uncollectible accounts charged off net of recoveries

(2) Reduction in inventory reserves for inventory disposed of during the year
    and allowance for valuation changes

(3) Utilization of foreign net operating loss carry-forwards.


                                      F-1
<PAGE>

                                  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.


     NUMATICS, INCORPORATED



     By:  /s/ John H. Welker
     --------------------------------
     John H. Welker
     President and Chief Executive
     Officer


     Date: March 29, 2001




     Pursuant to the requirements of Section 13 or 15(d) 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.

Name                      Capacity                            Date

/s/ John H. Welker        President and Chief Executive       March 29, 2001
------------------------  Officer and Director
    John H. Welker

/s/ Robert P. Robeson     Vice President, Treasurer and       March 29, 2001
------------------------  Chief Financial Officer (also
    Robert P. Robeson     principal accounting officer)

/s/ David M. Tenniswood   Director                            March 29, 2001
------------------------
 David M. Tenniswood

/s/ Albert A. Koch        Director                            March 29, 2001
------------------------
   Albert A. Koch

                          Director                            March 29, 2001
------------------------
  John P. Musat

/s/ John J. Collins       Director                            March 29, 2001
------------------------
   John J. Collins

                                      S-1
<PAGE>

                                 Exhibit Index

Exhibit No       Description
--------------------------------------------------------------------------------

(e)  3.1.1       Article of Incorporation of Numatics, as amended

(a)  3.1.2       Bylaws of Numatics

(a)  3.2.1       Articles of Incorporation of Numation, Inc., as amended

(a)  3.3.2       Bylaws of Numation, Inc., as amended

(a)  3.2.1       Articles of Incorporation of Numatech, Inc., as amended

(a)  3.3.2       Bylaws of Numatech, Inc., as amended

(a)  3.4.1       Articles of Incorporation of Micro-Filtration, Inc. as amended

(a)  3.4.2       Bylaws of Micro-Filtration, Inc., as amended

(a)  3.5.1       Articles of Incorporation of Ultra Air Products, Inc. as
                 amended

(a)  3.5.2       Bylaws of Ultra Air Products, Inc., as amended

(a)  3.6.1       Articles of Incorporation of Microsmith, Inc., as amended

(a)  3.6.2       Bylaws of Microsmith, Inc., as amended

(a)  3.7.1       Articles of Incorporation of I.A.E. Incorporated

(a)  3.7.2       Bylaws of I.A.E. Incorporated

(a)  4.1.1       Indenture, dated as March 23, 1998, among Numatics, the
                 Guarantors identified there, and First Trust National
                 Association, as trustee

(a)  4.1.2       Form of Series B Notes (including related Subsidiary Guarantees
                 by the Guarantors indentified in Indenture)

(c)  4.1.3       Supplemental Indenture, dated as of January 25, 1999, by which
                 Empire Air Systems, Inc. became a Guarantor

(a)  4.2.1       Amended and Restated Loan Agreement, dated March 23, 1998,
                 among Numatics, Numatics GmbH, Numatics, LTD., NBD Bank, as

Page 41

<PAGE>

                 Administrative Agent, BankBoston, N.A., as Documentation Agent,
                 and the Lenders party thereto

      4.2.2      Fifth Amendment to Loan Agreement, dated March 28, 2001
                 (Note: The First, Second, Third, and Fourth Amendments are not
                 filed because all of the amendments to the Loan Agreement
                 effected thereby have been superseded by provisions of the
                 Fifth Amendment.)

(a)   4.2.3      Amended and Restated Guaranty Agreement, dated as of March 23,
                 1998, by Numatics and the Guarantors in favor of NBD Bank, as
                 Administrative Agent, and BankBoston, N.A., as Documentation
                 Agent

(c)   4.2.4      Form of Empire Air Systems Guaranty Agreement by Empire Air
                 Systems, Inc. in favor of NBD Bank, as administrative agent

(a)  10.1.1      Securities Purchase Agreement, dated as of January 3, 1996,
                 between Numatics and Harvard Private Capital Holdings

(a)  10.1.2      Numatics, Incorporated Tag-Along and Drag-Along Agreement,
                 dated January 3, 1996, among Numatics, Harvard Private Capital
                 Holdings, and shareholders of Numatics

(a)  10.1.3      Registration Agreement, dated as of January 3, 1996, between
                 Numatics and Harvard Private Capital Holdings

(a)  10.1.4      Form of Guaranty Agreement between Harvard Private Capital
                 Holdings and I.A.E. Incorporated, dated as of March 23, 1998
                 (Each of the other guarantors has executed an Amended and
                 Restated Guaranty Agreement in substantially the same form.)

(a)  10.1.5      Agreement, dated as of March 23, 1998, between Numatics and
                 Harvard Private Capital Holdings

(a)    10.2      Amended and Restated Stock Transfer Agreement, dated December
                 28, 1995, among Numatics, John H. Welker, individually and as
                 trustee of the John H. Welker Trust u/a dtd December 28, 1995,
                 David K. Dodds, Donald E. McGeachy, Henry Fleischer,
                 individually and as trustee of the Henry Fleischer Trust u/a
                 dtd March 10, 1993, Robert P. Robeson, John A. Acuff, Bruce W.
                 Hoppe, David King, and Philip Robinson

Page 42

<PAGE>

(b)  10.2.1      First Amendment, dated June 30, 1998, to Amended and Restated
                 Stock Transfer Agreement

(a)  10.3        Voting Agreement, dated as November 29, 1990, among Numatics
                 (under its former name, Numatics Acquisition Corporation) and
                 certain shareholders of Numatics

(a)  10.4        Employment Agreement, dated January 3, 1996, between Numatics
                 and John H. Welker**

(a)  10.5        Numatics, Incorporated Amended and Restated Deferred
                 Compensation Plan, adopted December 28, 1995, and related
                 acknowledgements by Eligible Employees (as therein defined)**

(d)  10.6.1      Numatics, Incorporated Incentive Plan adopted June 29, 2000**

(d)  10.6.2      Form of Stock Transfer Agreement referred to in Incentive
                 Plan**

 21.1            List of subsidiaries of Numatics

 99.1            Consolidated Financial Statements--Numatics, Incorporated--
                 Years ended December 31, 2000, 1999 and 1998 with Report of
                 Independent Auditors


(a)  Incorporated by reference to exhibit to Registration Statement on Form S-4
    filed on April 29, 1998 (File No. 333-51355)


(b)  Incorporated by reference to Amendment No. 1 to Registration Statement on
    Form S-4 filed on July 10, 1998 (File No. 333-51355)


(c)  Incorporated by reference to exhibit to Annual Report on Form 10-K for the
    year ended December 31, 1998 (File No. 333-51355)


(d)  Incorporated by reference to exhibit to Quarterly Report on Form 10-Q for
    the quarter ended September 30, 2000 (File No. 333-51355)


(f)  Incorporated by reference to exhibit to Annual Report on Form 10-K for the
    year ended December 31, 1999 (File No. 333-51355)



**   Indicates contract or compensatory plan or arrangement with one or more
    Numatics executive officers and/or directors

Page 43