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                    U.S. SECURITIES AND EXCHANGE COMMISSION
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                            Washington, D.C. 20549

                                  FORM 10-KSB

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


                   For the fiscal year ended:  June 30, 1999

                        Commission file number  0-14068

                               MEMRY CORPORATION
                (Name of small business issuer in its charter)

Delaware                                                              06-1084424
(State or other jurisdiction of incorporation                   (I.R.S. Employer
or organization)                                             Identification No.)

57 Commerce Drive, Brookfield, CT                                          06804
(Address of principal executive offices)                              (Zip Code)

                   Issuer's telephone number (203) 740-7311

        Securities registered under Section 12(b) of the Exchange Act:

Title of each class                    Name of each exchange on which registered

      None                                                   None
-----------------------                           ---------------------------

           Securities registered under Section 12(g) of the Exchange
                    Common Stock, par value $.01 per share

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 ____
                                                                -----

Check if no disclosure of delinquent filers in response to Item 405 of
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Regulation S-B is contained in this form, and no disclosure will be contained,
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to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

Consolidated revenues of the issuer for the fiscal year ended June 30, 1999 were
$18,886,000.

The aggregate market value of voting stock held by non-affiliates of the
registrant was approximately $29.4 million on September 21, 1999 based upon the
closing trade price on that date.  The number of shares of Common Stock
outstanding as of September 21, 1999 was 20,860,289.

                     Documents Incorporated by Reference:

The registrant's Proxy Statement for its Annual Meeting of Stockholders to be
held in November, 1999, is incorporated by reference into Part III of this
Annual Report on Form 10-KSB.

Transitional Small Business Disclosure Format (Check one): Yes     No  X
                                                               ---    ---
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ITEM 1.  DESCRIPTION OF BUSINESS

                                 INTRODUCTION

Memry Corporation (referred to herein as "Memry" or the "Company"), a Delaware
corporation incorporated in 1981, is an advanced materials company engaged in
the business of developing, manufacturing and marketing semi-finished materials,
formed components, and value-added sub-assembled products utilizing the
properties exhibited by shape memory alloys, primarily those composed of Nickel
Titanium ("nitinol").  The Company also provides contract engineering services
to assist customers in the development of products based on the properties of
shape memory alloys.  The Company sells its products and services primarily to
the medical device, telecommunications, aerospace and automotive industries.

The Company conducts its operations from its three operating facilities located
in Brookfield, Connecticut, Menlo Park, California and Herk-de-Stad, Belgium.
The Company acquired its Menlo Park, California operations and certain assets
therein from Raychem Corporation ("Raychem") in June 1996 and its Herk-de-Stad,
Belgium operations and the assets thereof when it purchased all of the stock of
Advanced Materials and Technologies, N.V. in October, 1998. The Company's
principal executive offices are located at 57 Commerce Drive, Brookfield,
Connecticut  06804, and its telephone number at such address is (203) 740-7311.

                                  TECHNOLOGY

Shape memory alloys ("SMAs") are advanced materials which possess the ability to
change their shape in response to thermal and mechanical changes, and the
ability to return to their original shape following deformations from which
conventional materials cannot recover. This ability results from the
transformation of the crystalline structure of the SMA in reaction to thermal
and mechanical changes. As a result of the crystalline structure changes, SMAs
are also able to produce forces many times greater than those produced by
conventional materials.

The major defining properties of the SMAs with which the Company works are
"superelasticity" and "thermal shape memory."  The mechanical properties that
can be engineered into nitinol-based devices permit innovative product designs
that presently would be difficult or impossible to replicate with other
materials.  Unlike ordinary metal, certain SMAs are capable of fully recovering
their shape after being deformed as much as six to eight percent, and of
performing this recovery on a repeated basis. This is more than ten times the
recovery ability of ordinary metals.  This "superelasticity" feature has
applications for surgical instruments and devices, orthodontic apparatus,
cellular telephone antennae, and other devices.  Thermal recovery applications
typically involve instances where a device is controlled or actuated in response
to a pre-determined thermal change.  Examples of such uses include heat
activated coupling or sealing devices, valve actuation systems, and thermally-
actuated mechanical systems. The majority of today's commercial applications
involve the use of the materials' "superelastic" properties.

                                    MARKETS

Medical Device Industry.  Although the Company has expertise in a variety of
shape memory alloys, the Company utilizes primarily the superelastic
characteristic of nitinol for medical device applications.  The value of
nitinol's superelastic characteristics in the medical device sector is its
ability to provide ease of access and delivery of sophisticated medical devices.
In addition, nitinol is kink resistant, exerts a constancy of force, is
biocompatible (non-toxic) and is non-ferromagnetic, thereby allowing the use of
magnetic resonance imaging on patients with nitinol-based implants.  Because of
these unique characteristics, nitinol is becoming integral to the design of a
variety of new medical products, notably for peripheral vascular and non-
vascular stents, guidewires and catheters.

Guidewires and/or catheters, in this context, refer to tubes or wires inserted
into a vessel for diagnostic or therapeutic

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purposes. The guidewires and/or catheters can be used in the delivery of medical
devices, drugs or stents. Because of the superelastic characteristic, together
with other attributes of nitinol described above, nitinol is replacing stainless
steel as the material of choice in many of these instruments.

Stents are small tubes that hold open arteries, veins and other passageways in
the body that have become obstructed as a result of disease, trauma or aging.
Stents are placed in the body using catheter-based delivery systems in minimally
invasive procedures.  Once deployed, stents exert a radial force against the
walls of the vessel to enable these passageways to remain open and functional. A
number of different stent designs, materials and delivery systems, with varying
characteristics, are currently available.  The three most prevalent stent
designs are lattice tubes made via laser cutting, coiled stents and wire mesh
stents.  Stents, especially those used in the treatment of coronary artery
disease, have emerged as one of the fastest growing segments of the medical
device market.  Stents are used increasingly as adjuncts or alternatives to a
variety of medical procedures because it is believed they are beneficial to
overall patient outcome and may, over time, reduce total treatment costs.  From
its infancy in 1990, the stent market has grown to estimated worldwide sales of
approximately $2.1 billion in 1998.

Approximately 85% of the coronary stents currently manufactured are stainless
steel and require deployment through the expansion of a balloon on a catheter-
based delivery system with a second balloon frequently used to further expand
the stent.  However, the vast majority of stents currently in clinical
development for peripheral applications, such as abdominal aortic aneuryism
stent grafts and carotid, vascular and neurological stents, employ nitinol.  The
physical properties of nitinol allow placement of stents manufactured with this
metal to be self-expanding and avoid balloon occlusion of the vessel during
placement.

Memry currently produces both the wire and tubing that is used to fabricate
guidewires, catheters and stents, and increasingly provides completed stent
structures to medical device companies, as well as other surgical and diagnostic
instrument assemblies. In fiscal 1999, sales to medical and orthodontic device
companies accounted for approximately 70% of revenue.

Non-Medical Markets.  The non-medical industry sectors served by the Company
include primarily the telecommunications, aerospace/defense and automotive
industries.  While the success of nitinol products in the medical device
industry is typically derived from the superelastic characteristics of nitinol,
applications in these industrial sectors employ both the superelastic and the
shape memory characteristics of nitinol.  Although the development cycles in
these industries, particularly aerospace/defense and automotive, are longer than
those of the medical device sector, once the product is adopted it typically
provides for larger volume demand, is more easily leveraged into other
customers, and does not suffer from strict regulatory requirements.

Examples of such products the Company currently provides to these markets
include sealing devices, actuators, fasteners and cellular phone antennae. Memry
currently sells heat actuated sealing devices used in diesel engine fuel
injection systems to maintain air pressure. The sale of these products accounted
for approximately 4% of Memry's fiscal 1999 revenue. Fasteners are products that
also employ the characteristics of shape memory to hold or couple two pieces of
wire and/or metal together. Sales of such fastening devices to the non-medical
sector accounted for approximately 5% of the Company's fiscal 1999 revenue. A
superelastic nitinol wire is sold as the element wire in retractable antennae
for portable cellular telephones. It has superior durability and quickly
recovers its straight shape when bending stresses are removed. The
superelasticity effect helps to avoid kinking and deformation. Memry's revenue
generated from the sale of cellular antennae wire represented approximately 11%
of fiscal 1999 revenue. Non-medical sector sales accounted for approximately 30%
of fiscal 1999 revenues in the aggregate.

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                                  OPERATIONS

The Company conducts its business through three operating divisions. "Memry
West," consisting of most of the business acquired from Raychem (the "Raychem
Acquisition") in June, 1996, "Memry East," which prior to the Raychem
Acquisition constituted the Company's entire SMA business, and "Memry Europe",
comprised of the Belgian corporation formerly known as Advanced Materials and
Technologies, N.V., which was acquired by Memry in October, 1998.

Memry West. On June 28, 1996, the Company acquired Raychem's nickel-titanium
product line. This business utilized inventory, leasehold improvements,
machinery and equipment and patent and other intellectual property rights to
manufacture and sell SMAs primarily composed of nitinol. Prior to the Raychem
Acquisition, Raychem was both a supplier of nickel-titanium SMAs to the Company
and a competitor in certain markets (particularly in the medical market for
formed, non-implant components). The acquired business differed from the SMA
business of the Company, however, in that where the Company had historically
specialized in the manufacture of finished products and formed components,
Raychem specialized more in the manufacture of semi-finished materials used by
original equipment manufacturers ("OEMs"). Not surprisingly, therefore, the
point at which Memry and Raychem most competed was at the level of formed
component sales to OEMs, particularly in the medical products industry. The
leased facility, inventory, machinery and equipment, leasehold improvements and
know-how purchased from Raychem now constitute Memry West, except that Raychem's
operations relating to the finishing of materials into sub-assembled products
for sales to United States Surgical Corporation were relocated to Memry East in
December, 1996.

Memry West, located in Menlo Park, California, produces semi-finished SMAs in
three basic forms: wire, strip and tube. Memry West also provides added value to
its tubular product through laser processing, shape setting and polishing
procedures resulting in the delivery of finished stent components, as well as
certain other value-added activities.

Memry East. Memry East, located in the same facility as the Company's corporate
headquarters in Brookfield, Connecticut, is engaged in the production of formed
components and of value-added sub-assemblies, predominantly based on wire and
strip-based SMAs. In 1999, Memry East became involved in the fabrication and
supply of microcoil and guidewire components utilized in medical procedures
through the Company's acquisition of the assets of Wire Solutions, Inc. of
Wrentham, MA in March, 1999. These assets have been integrated with the
Company's Memry East facility.

Memry Europe. On October 31, 1998, the Company acquired all of the outstanding
shares of Advanced Materials and Technologies, N.V., ("AMT"), located in Herk-
de-Stad, Belgium.  Founded in 1989, AMT, now renamed Memry Europe, n.v.,
specializes in the development and supply of both Nickel Titanium and other
shape memory alloy semi-finished products, principally wire products used in the
same general markets served by the Company's U.S. operations. In addition, AMT
conducts a substantial amount of European Union-funded and Belgian-funded
development programs to advance knowledge of and applications for shape memory
alloys. Memry Europe will become the Company's worldwide manufacturing center
for thermal shape recovery actuators, consolidating the Company"s efforts in
this product application area.


                             PRODUCTS AND SERVICES

Engineering Services.  Memry is engaged in sponsored development projects in
which the Company designs, manufactures and sells prototype components and
products to customers.  Memry is currently working on a number of programs to
develop SMA components for OEM customer's products.  The Company will accept
customer-sponsored development contracts when management believes that the
customer is likely to order a successfully developed component or product in
sufficient quantity to justify the allocation of the engineering resources
necessary. Generally under such programs, the identity of the customer is
confidential; the data, inventions, patents and intellectual property rights
which specifically relate to the SMA component are either owned by the customer,
or, in several instances, shared between the Company and the

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customer; and data, inventions, patents, and intellectual property rights
pertaining to the SMA technology that do not specifically relate to the
customer's product are owned by the Company.

Semi-Finished Materials.  Raw nitinol material from specialty alloy suppliers is
processed into various shapes and sizes and referred to as "semi-finished"
materials.  These materials, characterized generally as wire, strip or tubing,
are sold to customers in standard configurations, processed further to meet
specific customer specifications, or serve as the starting material for the
formed components produced by the Company.

      Wire.  Memry's nitinol wire products are sold as standard products,
      ----
      available in a variety of sizes, and produced in non-standard sizes, to
      meet specific customer requirements, and are used as the precursor to a
      formed component. Memry produces wire with a diameter ranging from .004 to
      .250 inches. In addition, the Company may apply a variety of finishing
      techniques, depending on customer specifications, including such steps as
      polishing or coating. Applications for the Company's wire products include
      cellular phone antennae, guidewires, endodontic files and  needles.

      Strip.  The Company's nitinol strip is sold in standard dimensions, as
      -----
      well as custom sizes as specified by the customer.  Memry produces strip
      with a thickness ranging from .001 to .01 inches and a width ranging from
      five to twenty times the thickness. The majority of the strip product,
      however, serves as the starting material for formed components made by
      Memry.  Example applications include the strip sold to OEMs for wrapping
      around catheters for reinforcement of drainage catheters and biopsy
      forceps.

      Tube.  Nitinol tubing, or micro-tubing as it is sometimes called, is
      ----
      likewise sold in standard or customized sizes.  Memry produces tubes with
      an outside diameter ranging from .012 to .205 inches and an outside
      diameter to internal diameter ratio from 1.15 to 1.70.  Tubes are
      typically used in applications requiring flexible shafts, pushability and
      torqueability.  Examples of such applications include stents, catheters,
      delivery guides, needles, MRI instruments and surgical instruments.

Formed Components.  Formed components are typically non-standard products.
Formed components are made by taking the semi-finished materials and further
processing by bending, kinking, stamping, crimping, laser cutting, chemical
etching, etc., into specific forms as specified by customers. Examples of
applications for formed components include the bending or arching of wire for
use as orthodontic braces, helical and strip actuators, micro coils, patented
locking rings for electronic connectors, enabling components of medical
instruments (particularly stent structures), and sealing components.

Sub-Assemblies.  Memry manufactures and sells value-added sub-assemblies to
OEMs.  This comprises taking the semi-finished materials and/or formed
components produced by Memry and combining or assembling them with other
products that have been outsourced by Memry to form a larger component or "sub-
assembly" of the OEMs' finished product.  Memry combines its SMA expertise with
additional manufacturing and process knowledge and third-party supply chain
management to cost-effectively produce a sub-assembled product for OEMs.  The
single largest portion of Memry East's business is selling assemblies and
components to United States Surgical, a division of Tyco Medical ("USS") and
other medical industry OEMs.  The primary item sold by Memry to USS is an SMA
sub-assembly used by USS for endoscopic instruments. The use of superelastic
SMAs allows the instruments to be constrained outside the body, inserted into
the body in its constrained form through small passages, to then take a
different shape while inside the body, and then to return to its constrained
shape for removal.

Finished Products.  Memry also manufactures, sells and markets proprietary
finished products from Memry East.  These products include the MEMRYSAFE(R) line
of temperature-activated water flow reduction products and the FIRECHECK(R) line
of industrial fire safety valves.  The Company does not believe that sales of
finished products will be material to the Company's operations in the
foreseeable future.

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                                   STRATEGY

The Company's strategy has three components:  to further Memry's leadership
position in the provision and processing of SMAs; to expand vertically in the
medical device industry by providing additional engineering and sub-assembly
services; and to leverage the Company's strong customer base by offering
additional complementary advanced material technology expertise and products.

Shape Memory Alloys.  Memry's core business remains focused on its expertise in
shape memory alloys, specifically nitinol, with the objective of sustaining
growth in both the medical and non-medical markets.  Because of the innovative
nature of the medical device industry, however, the Company has found the return
on invested development resources to be most attractive in the medical device
sector. The Company therefore focuses the majority of its engineering and
manufacturing expertise on the development of products for the medical device
markets, where the properties provided by SMAs provide significant performance
advantages or, in many cases, represent the enabling component of the medical
device.

In cases where non-medical customers support the engineering and process
development expense and there is strategic interest on the part of Memry,
however, the Company will also undertake the development of non-medical
applications.  In addition, the Company has in the past applied, and anticipates
in the future to apply, advancements made in the development of medical devices
to applications in the lower margin, higher volume non-medical sectors where
customers are not supporting development activities.

In order to continue to advance the Company's leadership position in SMAs the
Company is implementing the following initiatives:

      Continued Advancements in Processing Expertise and Quality Assurance.
      --------------------------------------------------------------------
      Nitinol is a non-linear material, which makes it a very difficult material
      to process.  Memry believes that one of its significant competitive
      advantages is its superior processing capabilities.  One of these
      processes is the production of tubes used primarily in the production of
      stents.  The Company believes that this process, proprietary to the
      Company, provides Memry with a significant advantage over competitors with
      regard to product quality and cost.  Memry has underway a number of
      process enhancement initiatives designed to enhance both the current
      manufacturing processes and Memry's competitive position.  Because many of
      the materials produced by Memry are used in medical devices, the product
      quality requirements placed on Memry by its customers are high.  Both
      Memry West's and Memry East's manufacturing facilities are ISO 9001
      certified and Memry continues to pursue opportunities to further improve
      its quality assurance.

      Increase in Manufacturing Capacity.  To meet growing demand, particularly
      ----------------------------------
      in the medical device market for the production of nitinol stents, the
      Company has committed to optimizing the manufacturing efficiency of its
      current facilities and to invest between $2.0 million and $3.0 million in
      capital equipment and facility improvements in fiscal 2000.

      Restructuring of Manufacturing Operations.  To accommodate the growing
      -----------------------------------------
      capacity requirements of the Company's core medical OEM customer business,
      the Company has undertaken to reallocate certain manufacturing activities,
      relocating all helical acutator production and fine strip production to
      Memry Europe, outsourcing to an Asian company production of the Company's
      Memrysafe(R) product line, and centralizing all advanced medical device
      development programs.

Vertical Integration.  The medical device industry has been undergoing
significant change over the last few years. As part of that change, many of the
larger participants have recognized that their competitive differentiation comes
from two key

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elements: device design and product marketing. These are the core competencies
in which successful medical device companies excel and on which many medical
device companies are focusing their resources. As a result, industry
participants are looking to outsource to other companies with specialized
expertise some of the other essential parts of the business, especially
engineering incorporating advanced material technologies and manufacturing
processes. These factors have resulted in an increasing outsourcing trend in the
medical device industry, impacting the full breadth of the manufacturing cycle
from starting material engineering to final product assembly. The market drivers
for the outsourcing trend include:

      Increased Competitive Pressures.  Increased penetration by managed care
      -------------------------------
      companies and a continued focus on the cost of publicly sponsored
      healthcare programs, such as Medicare and Medicaid, have resulted in
      increasing pressure for lower priced procedures.  This pricing pressure is
      forcing medical device companies to reduce their manufacturing costs in
      order to maintain margins.

      Need to Shorten Device Development Cycles.  To shorten the time required
      -----------------------------------------
      to market a new product, medical device companies are seeking to outsource
      certain supply responsibilities to third parties that are able to quickly
      develop cost effective solutions to engineering and manufacturing issues.

      Efficient Use of Resources.  Many medical device companies are
      --------------------------
      reevaluating their business models with a focus on device design and sales
      and marketing.  As a result, medical device companies are increasingly
      outsourcing many of the activities that traditionally were performed in-
      house, including various aspects of the engineering, prototyping and pre-
      production processes, as well as the manufacturing, of finished products
      and/or sub-assemblies thereof.

Memry recognizes these changes in the medical device industry and believes that
it can address this market opportunity.  By combining a strong advanced
materials technological capability to assist medical device companies with
engineering skills that address issues involving the characteristics of SMAs, as
well as developing cost effective, high quality manufacturing processes and
supply chain relationships, Memry believes that it can alleviate these issues
for its OEM customers.

In order to expand on this  "fully-integrated" service concept, the Company has
implemented the following:

      Increase in Engineering Service Capabilities.  Memry possesses significant
      --------------------------------------------
      expertise in the characterization and performance of various SMAs.  This
      expertise is often critical in the design of medical devices.  Although
      Memry has in the past actively participated in the design of OEM customer
      products, the Company has only recently begun a program to clearly
      characterize and communicate to customers both the Company's capabilities
      and the terms and conditions under which the Company will contract to
      assist existing and potential customers through these services.

      Processing of Additional Formed Components.  As part of the Company's
      ------------------------------------------
      vertical integration strategy, the Company believes there exist additional
      opportunities in the market to process semi-finished materials into formed
      components in preparation for either further sub-assembly or direct sale
      to OEM customers.  This value-added business represents significant
      increased margin opportunity and is often difficult for end-users to
      perform given the intricacy of processing nitinol.  Memry believes that in
      the past, lack of both capital resources and sufficient personnel
      possessing the requisite skills has hindered Memry's ability to capture
      this business.  Memry has during fiscal 1999 and will continue to
      identify, develop and market those formed component capabilities it
      believes most promising in order to expand this sector of its business.

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Additional Advanced Materials.  Advanced materials that are stronger, lighter,
more effective, and smarter are fast becoming a reality in many markets.  In
1997, the well respected Battelle Institute recognized advanced material
technologies as the second most important of its top ten strategic technologies
for the coming decade.  Although Memry is currently focused on the opportunities
presented by SMAs, the Company believes both that there exist additional
advanced material technologies that would complement those currently advanced by
the Company and that these technologies would further leverage Memry's existing
customer base.  Memry at present out-sources some advanced material technology
expertise in support of its current sub-assembly business.  Although Memry has
no plans to do so at present, the Company believes that at some future date it
would benefit by acquiring additional advanced material technologies.

                              MARKETING AND SALES

Sales to Raychem.  In connection with the Raychem Acquisition, Memry and Raychem
entered into a Private Label/Distribution Agreement pursuant to which Raychem
was made Memry's exclusive distributor for the acquired product line in certain
specified fields of use for an initial term of five years (the "Private
Label/Distribution Agreement").  Sales by the Company to certain customers,
including United States Surgical Corporation, were excluded from the scope of
this Agreement, as were any future sales for all medical implant and certain
consumer recreational applications. Raychem's customers for the products sold
are cellular telephone antennae manufacturers, who utilize the superelasticity
of SMAs for a more durable antennae, orthodontic manufacturers, who use SMA wire
for braces, medical products and instrument companies, whose uses of Memry's
products include catheter and guidewires, automotive manufacturers, who use SMA
plugs for high-pressure fuel injector sealant devices, and industrial product
manufacturers, who use SMAs for a wide variety of other uses (including
electronic connectors). In addition, Raychem purchases some of Memry West's
components materials for its own use. The sales to Raychem under the agreement
are discounted from the ultimate resale price to OEMs in order to allow Raychem
to recover its sales and marketing expenses and to realize a profit upon resale
of such products to its customers (primarily OEMs). Almost all of the products
sold to Raychem are manufactured at Memry West.

Personnel. The Company currently has 8 sales and marketing personnel, of which
4 operate primarily from Memry East, 2 operate primarily from Memry West, 1
operates in Europe and 1 is the manager for the overall activity. In March
1999, the Company created its first-ever worldwide centralized sales and
marketing department, in order to broaden the Company's customer base and
enable better utilization of the Company's sales resources, clear focus on
strategic medical markets and customers, and improved focus on strategic
applications of Nitinol in industrial and commercial markets.

Material Customers. The Company's two largest customers, Raychem and United
States Surgical, both of which have been acquired by Tyco International in the
last year, represented approximately 42% and 33%, respectively, of the Company's
sales during fiscal 1999. Sales to United States Surgical were adversely
affected by certain restructuring actions undertaken by USS upon its acquisition
by Tyco International on September 30, 1998. For the few months immediately
preceding this acquisition, USS and its divisions represented more than 50% of
consolidated Company revenue during the few months immediately preceding such
acquisition. The Company and Raychem are party to the Private Label/Distribution
Agreement, which requires Raychem to purchase certain products and materials
solely from the Company until June 30, 2001. Furthermore, while there can be no
assurances that Raychem will continue to purchase products at its current rate,
Raychem distributes the components its purchases from Memry to over two hundred
customers worldwide, lessening the risk that the loss of any one customer will
have a material adverse effect on Raychem's purchases from Memry. The Company's
arrangements with Raychem were in active re-evaluation during the second half of
fiscal 1999, well in advance of Raychem's sale to Tyco International on August
13, 1999. It is expected the Company and Raychem will substantially revise their
commercial relationships upon conclusion of the currently ongoing negotiations.

                               SOURCES OF SUPPLY

The principal raw material used by the Company is SMAs.  The Company
obtains its SMAs from two principal sources: Teledyne Wah Chang, of
Albany, Oregon and Special Metals Corporation, of New Hartford, New York. The

                                       7
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Company expects to be able to continue to acquire shape memory alloys in
sufficient quantities for its needs from these suppliers.  In addition, if the
Company was for whatever reason not able to secure an adequate supply of SMA
from these suppliers, the Company believes that other sources exist that would
be able to supply the Company with sufficient quantities of SMAs, although
the Company could suffer some transitional difficulties if it had to switch to
such alternative sources.

While the Company also relies on outside suppliers for its non-SMA components of
sub-assembled products, the Company does not anticipate any difficulty in
continuing to obtain non-SMA raw materials and components necessary for the
continuation of the Company's business.

                                  COMPETITION

The Company faces competition from other SMA processors, who compete with the
Company in the sale of semi-finished materials (i.e. mostly with Memry West and
Memry Europe) and formed components (i.e., with Memry East, Memry West and Memry
Europe).  There are several major U.S., Japanese and European companies engaged
in the supply or use of SMAs, some of which have substantially greater resources
than the Company.  Within the U.S., the  two major SMA alloy suppliers to both
the Company and the industry as a whole are Teledyne Wah Chang and Special
Metals Corporation. Each of these companies has substantially greater resources
than the Company and could determine that it wishes to compete with the Company
in the Company's markets. Special Metals has in fact become a competitor of
Memry West for semi-finished wire and strip materials. Japanese competitors
include Furakawa Electric Co. and Daido, both of which produce SMAs and sell to
users in Japan and internationally. The principal European competitors are
Memometal, a private French company, Minitubes SA, a private French Nitinol tube
supplier, and G. Rau/EuroFlex, a German company. Within North America, the
Company believes that it is the largest single processor of SMAs, accounting for
approximately 35% of all SMA usage. The Company believes that Johnson and
Johnson, through its subsidiary Nitinol Devices and Components Company, is the
next largest, followed by Flexmedics Corporation, and Shape Memory Alloy
Applications, Inc.

The Company intends to compete, and advance its position, based upon its direct
worldwide medical implant application sales activities, and its sales and
distribution alliance with Raychem Corporation (subject to expected
modifications thereof), its proprietary alloy positions, and its knowledge of
the processing parameters of the alloys and unique design and assembly
capabilities, particularly in the medical device field.  While price and
production capability are obviously important, the Company believes that it
competes mostly on technological capabilities.

                            PATENTS AND TRADEMARKS

As part of the Raychem Acquisition, the Company controls five U.S. patents, as
well as a variety of foreign patents and domestic and foreign patent
applications, relating primarily to the production and utilization of nickel-
titanium alloys having superelasticity and shape memory effect.  While these
acquired patents in no way dominate the entire field of shape memory metals,
they do provide the Company with some competitive advantages in the covered
uses.  In addition, notwithstanding the Company's acquisition of these patents
and patent applications as part of the Raychem Acquisition, under certain
circumstances the Company is required to license the acquired intellectual
property back to Raychem for specified uses.  For example, (i) upon the
termination of the private/label distribution agreement between the Company and
Raychem, Raychem will have a non-exclusive perpetual license to utilize these
patents to sell products within specified fields of uses for a specified
royalty, and (ii) Raychem has a non-exclusive, transferable perpetual license to
utilize these patents in connection with certain intellectual property relating
to the medical products market that was not acquired by the Company as part of
the Raychem Acquisition.  The Company believes that this latter license has been
transferred to Medtronic, Inc., a medical products manufacturer (and a customer
of the Company), when Medtronic purchased this "excluded" (from the Raychem
Acquisition) intellectual property from Raychem during fiscal 1997.  The Company
also has various other patents and trademarks which, while useful, are not
individually material to the Company's operations.

                                       8
<PAGE>

The Company's patent rights do not dominate the field of SMA utilization,
although the patents acquired from Raychem do dominate the use of nickel-
titanium alloys having a two-way shape memory effect, although not in the
medical instrument and in-body applications fields.  The Company does not,
however, have specific patent protection for its most important present products
or product components.  The Company's patent rights obviously do not dominate
any specific fields in which the Company sells products.  The Company does
believe, however, that various patents provide it with advantages in the
manufacture and sale of different products, and that its know-how relating to
various SMAs provides the Company with a competitive advantage.

While a U.S. patent is presumed valid, the presumption of validity is not
conclusive, and the scope of a patent's claim coverage, even if valid, may be
less than needed to secure a significant market advantage.  Gaining effective
market advantage through patents can require the expense, uncertainty and delay
of litigation.  Although the Company's technical staff is generally familiar
with the SMA patent environment and has reviewed patent searches when considered
relevant, the Company has not requested any legal opinion to determine whether
any of its current or contemplated products would infringe any existing patents.

                           RESEARCH AND DEVELOPMENT

During fiscal 1999, the Company spent approximately $237,000 on "pure" research
and development (i.e., research and development done by the Company at its own
cost for purposes of developing future products). In comparison,  the Company
spent approximately $226,000 during fiscal 1998 on "pure" research and
development. The Company anticipates modest increases in the amount of "pure"
research and development that it undertakes as the Company's growth continues.

In addition, the Company spent approximately $473,000 on "funded" research
contributing to the development of SMA components pursuant to customer and
government-sponsored development arrangements.  These "funded" research and
development costs are borne directly by the U.S. federal government, the
European Union, the Flemish regional government (Belgium) and customers of the
Company, as applicable, and, for purposes of the Company's financial statements,
are part of "costs of revenues," rather than research and development. By
comparison, the Company spent approximately $187,000 on "funded" research and
development in fiscal 1998, which amount was accounted for as "costs of
revenues". The amount of "funded" research and development that the Company will
undertake in the future will depend upon its customer's needs, but the Company
anticipates it increasing over time as the use of SMAs for various purposes
increases.

                                   EMPLOYEES

As of June 30, 1999, the Company had 131 full-time employees and no part-time
employees.  Of the full-time employees, 20 were executive or management
personnel and 32 were science and research personnel.

None of the employees is represented by collective bargaining units. The Company
believes that its relationship with its employees is generally good.

In addition, as of June 30, 1999, the Company had approximately 21 "temporary"
employees (i.e., employees of temporary manpower companies) working for the
Company.

                            DISCONTINUED OPERATIONS

Until June of 1997, the Company reported as a separate segment in its financial
reports the results of Wright Machine Corporation ("Wright"), a wholly-owned
subsidiary of the Company with a 120-year history as a New England manufacturer
of screw machine and taper pin products.  After a prolonged period of declining
sales and ongoing operating

                                       9
<PAGE>

losses, the Company's Board of Directors voted to cease operation at Wright, and
proceed with Wright's orderly liquidation, in April, 1997. Wright ceased
manufacturing operations, and sold its machinery and equipment, in June of 1997.
Wright sold its real property in fiscal 1999. The Company recorded a loss of
$211,000 in fiscal 1997 on Wright's sales and liquidation, and a further loss of
$151,000 in fiscal 1998. Wright's assets have been completely liquidated.

                                       10
<PAGE>

ITEM 2.  DESCRIPTION OF PROPERTY

The Company has a lease, which was renewed as of September 30, 1995, for a term
to expire on February 1, 2001, for office and manufacturing space located at 57
Commerce Drive, Brookfield, Connecticut 06804.  The premises have a floor area
of approximately 24,350 square feet, of which approximately 6,500 square feet is
used by the Company for general administrative, executive, and sales purposes,
and approximately 17,850 square feet is used for engineering, manufacturing,
research and development operations and an environmentally controlled area
("clean room").  The lease provides for an average monthly base rental of
approximately $12,350.

On March 26, 1998, the Company, as sublessee, and Raychem, as sublessor, amended
the sublease relating to office and manufacturing space located at 4065 Campbell
Avenue, Menlo Park, California 94025 to extend the term of such sublease to
September 30, 2001.  These premises, formerly used by Raychem, are the site of
the Company's west coast operations. These premises have a floor area of
approximately 28,032 square feet, which is used by the Company for
manufacturing, warehousing, general administrative and research and development
operations. The lease originally provided for a monthly base rental of
$20,743.68, which amount was raised in October of 1998 to approximately $43,500
(which amount is presently in effect), due to an adjustment for increases in the
fair market value of the premises.

On October 31, as part of its acquisition of AMT, the Company acquired a
facility located at Daelemveld 1113, B-3540 Herk-de-Stad, Belgium.  Memry Europe
owns approximately 27,600 square feet of land and a manufacturing and office
facility.  The single building, in good condition, consists of approximately
3,200 square feet of office space and 12,000 square feet used for manufacturing,
warehousing, and research and development.  There is an existing mortgage on the
building and its assets of 10,800,000 BEF (approximately $256,000) with the
right for the mortgage holder to take an additional mortgage on the assets.

Management believes that the existing facilities of the Company are suitable and
adequate for the Company's present needs and that additional facilities will be
readily available if needed.  Management also believes that the properties are
adequately covered by insurance.

ITEM 3.  LEGAL PROCEEDINGS

The Company is involved in various legal proceedings, none of which are believed
to involve a claim for damages exceeding 10% of the current assets of the
Company.  Although it is not feasible to predict the outcome of any such
proceedings, or any claims made against the Company, the Company does not
anticipate that the ultimate liability, if any, will materially affect the
Company's financial position, results of operation or liquidity/cash flows.

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

Not applicable.

                                       11
<PAGE>

                                    PART II

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

The Company's Common Stock is traded on the OTC Bulletin Board (through which
various market dealers make the market of the Company's Common Stock and trades
are reported through what is commonly known as the "pink sheets") under the
symbol MRMY.  On June 30, 1999, there were 1,267 holders of record of the
Company's Common Stock.

The following table sets forth, for the periods indicated, the quarterly high
and low representative bid quotations for the Company's Common Stock as reported
by the National Quotations Bureau.  Quotations reflect inter-dealer prices,
without retail mark-ups, mark-downs, or commissions, and may not necessarily
represent actual transactions.

Fiscal year ended
     June 30                      1999                 1998
-----------------                 ----                 ----

                              High    Low         High     Low
                              ----    ---         ----     ---

1st Quarter                   $5.25  $3.44        $2.56   $1.63
2nd Quarter                    4.25   2.44         4.44    2.94
3rd Quarter                    3.25   1.56         4.19    3.25
4th Quarter                    2.31   1.19         4.94    3.63

The Company has never paid a cash dividend on its Common Stock and the Company
does not contemplate paying any cash dividends on its Common Stock in the near
future.

Pursuant to the Company's June 30, 1998 loan agreement with its principal
lender, the Company is prohibited from declaring or paying any dividends, or
making a distribution to its stockholders, until the termination of such
agreement and the repayment of all amounts due to such lender.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

                             RESULTS OF OPERATIONS

Revenues.  Revenues from continuing operations decreased 1% for the fiscal year
ended June 30, 1999, to $18,886,000 from $19,077,000 for the fiscal years ended
June 30, 1999 and 1998, respectively.  The net decrease of $191,000 reflects an
increase in revenue of approximately $1,100,000 due to sales attributable to the
acquisitions during fiscal 1999 of AMT (now Memry Europe) and the assets of Wire
Solutions, Inc. (now the Company's microcoil operations), offset by a decrease
in revenue primarily attributable to reduced sales to United States Surgical
following its acquisition by Tyco International.  The Company expects revenues
to increase in future years.

Costs and Expenses. Manufacturing costs increased from $9,266,000 in fiscal 1998
to $11,135,000 in fiscal 1999, an increase of $1,869,000, or 20%.  Of this
increase, approximately $630,000 was attributable to the additional sales
contributed by the AMT acquisition. The Company's gross margin from sales
decreased to 39% in fiscal year 1999 from 50% in fiscal year 1998. This decrease
was primarily attributable to the reduction in sales of high margin medical
tubes sold to the United States Surgical and increased costs attributed to
additional engineering expenses and expenses associated with maintaining and
improving the efficiency and effectiveness of Memry West's operations. In
addition, the Company incurred additional costs in developing new product lines
that had not been fully commercialized by the end of fiscal 1999. As a result,
the Company's gross profit from sales

                                       12
<PAGE>

decreased by $2,346,000, or 24%, from $9,624,000 in fiscal 1998 to $7,278,000 in
fiscal 1999.

General, selling and administrative ("GSA") expenses increased to $7,780,000 in
fiscal 1999 from $5,835,000 in fiscal 1998, an increase of $1,945,000 or 33%.
Approximately $600,000 of the increase in GSA is attributable to the acquisition
of AMT (before any allocations of U.S. corporate overhead) and approximately
$850,000 of the increase is a result of severance benefits relating to three
executive officers and other employees of Memry West. Depreciation and
amortization expenses increased to $595,000 in fiscal 1999 from $406,000 in
fiscal 1998, an increase of $189,000 or 47%. The increase in depreciation and
amortization cost was due primarily to an increase in depreciation expense and
goodwill amortization associated with the purchases of AMT and Wire Solutions.
Other expense decreased from $147,000 in fiscal 1998 to $27,000 in fiscal 1999,
a decrease of $120,000. The decrease is mostly due to interest earned of $78,000
on cash deposits held by Memry Europe.

Net Income/Loss.  As a result of the Company's 1% decrease in revenues, along
with the 20% increase in manufacturing costs and 33% increase in GSA expenses,
and a decrease in net interest expense, the Company had a net loss of $1,349,000
during fiscal 1999, as compared to a net income of $2,925,000, during fiscal
1998.  The Company expects income from continuing operations to increase in
future periods as sales increase.

                       LIQUIDITY AND CAPITAL RESOURCES.

The Company's primary capital requirements through early fiscal 1997 were to
fund losses from operations.  During the second half of fiscal 1997 and all of
fiscal 1998, the Company's operations produced more cash than they utilized.  In
fiscal 1999, the primary capital requirements were to fund acquisitions and
additions to property, plant, and equipment and to cover the Company's loss from
operations.  The Company has historically satisfied its capital requirements
from sales of equity securities and borrowings.  During fiscal 1999, net cash
provided by operating activities was approximately $1.3 million (with the
Company's net loss from operations more than offset by changes in working
capital components), net cash provided by financing activities was approximately
$2.1 million and net cash used by investing activities was approximately $2.9
million.  As a result of the foregoing, the Company held cash and cash
equivalents at June 30, 1999 of $1,191,000, up from $1,189,000 at the close of
fiscal 1998.  However, the Company had positive working capital (current assets
less current liabilities) of only approximately $400,000 at the close of fiscal
1999, as opposed to  positive working capital  of approximately $5,295,000 at
the end of fiscal 1998. Under the terms of the transaction whereby the Company
purchased AMT, Memry will be obligated to pay up to an additional $1,046,000 in
cash on October 30, 1999, if the value of Memry shares on such date is below
$5.55 per share.  Based on the current trading range of the Company's Common
Stock, the Company anticipates that it will have to make the full amount of this
payment.  Going forward, the Company anticipates that it will satisfy its
capital requirements through a combination of internally generated funds,
borrowings, and sales of equity securities.

On June 30, 1998, the Company and Webster Bank entered into a Commercial
Revolving Loan, Term Loan, Line of Credit and Security Agreement and related
financing documents and agreements (the "Webster Facility"). Upon entering into
the Webster Facility, the Company paid off all amounts outstanding under its
prior credit facility with First Union National Bank. The Webster Facility
includes a revolving loan, an equipment loan line of credit and a $500,000 term
loan. The term loan is to be repaid in equal monthly installments of principal
over its five-year term. The revolving loan provides for borrowings up to the
lesser of (a) $3,000,000 or (b) an amount equal to the aggregate of (1) 80% of
eligible accounts receivable and (2) the lesser of $1,000,000 or 35% of eligible
inventory. The revolving loan requires the payment of a commitment fee equal to
 .25% per annum of the daily-unused portion of the revolving loan. The equipment
loan line of credit provides for equipment financing up to the lesser of
$750,000 or 75% of the purchase price for eligible equipment each year through
June 30, 2001. On June 30, 1999, the Company converted $668,000 from the
equipment line of credit into a term loan. The Company has the remaining option
of converting amounts borrowed under the equipment line of credit to term loans
on July 1, 2000 and 2001. At June 30, 1999, an aggregate of approximately
$2,876,000 was outstanding under the Webster Facility. The Webster Facility is
secured by substantially all of the Company's assets.

                                       13
<PAGE>

Interest on the revolving loan and equipment line of credit is variable based on
either LIBOR or the Prime Rate as published in the Wall Street Journal, as
elected by the Company.  Interest on the term loan and converted equipment loans
is either fixed, at a rate based on the U.S. Treasury yield, or variable based
on the Prime Rate, as elected by the Company.  The Company has the ability to
convert between the different rates from time to time subject to certain
conditions.

In addition, the credit facility contains various restrictive covenants,
including, among others, limitations on encumbrances and additional debt,
prohibition on the payment of dividends or redemption of stock except in
connection with certain existing put rights, restrictions on
management/ownership changes and required compliance with specified financial
ratios. As of June 30, 1999, the Company was in breach of certain of these
covenants related to financial condition and ratios, but the Company has since
received a waiver or covenant modifications for such financial covenants from
Webster Bank through June 30, 2000.

Memry Europe has a primary banking relationship with KBC Bank and Insurance
Group of Belgium.  As of June 30, 1999, an aggregate of approximately $340,000
was outstanding with KBC in short-term and long-term debt.

The Company has in the past grown through acquisitions (including both the AMT
and the Wire Solutions acquisitions and the Company's earlier acquisition of
Raychem) and, as part of its continuing growth strategy, the Company expects to
continue to evaluate and pursue opportunities to acquire other companies, assets
and product lines that either complement or expand the Company's existing
businesses. The Company intends to use a combination of available cash from
operations, authorized but unissued common stock, and borrowings to finance any
such acquisitions. The Company does not currently, however, contemplate any
material acquisitions in fiscal 2000.

The Company intends to spend between $2.0 and $3.0 million on capital
expenditures during the fiscal year ending June 30, 2000, in order to handle its
expected increased sales volume of SMA and superelastatic materials.  The
Company expects that it will be able to pay for these expenditures through a
combination of cash flow generated through operations, increased borrowings, and
sale of stock.

In connection with a December 1994 subordinated debt financing, the Company
granted Connecticut Innovations, Incorporated ("CII"), currently the holder of
both common stock and warrants of the Company, a "put" right if: (i) at any time
before the earlier of June 28, 2006 and the date on which CII ceases to hold at
least 35% of the common stock underlying the convertible securities originally
issued to it, the Company ceases to (a) maintain its corporate headquarters and
all of its product business operations in the State of Connecticut (including
the assembly of all products to be sold to U.S. Surgical Corporation), excluding
the Company's components and sub-assembly business acquired from Raychem, (b)
base its president and chief executive officer, a majority of its senior
executives, and all of its administrative, financial, research and development,
marketing and customer service staff relating to its product business (subject
to the same inclusions and exclusions as clause (a)) in the State of
Connecticut, (c) conduct all of its operations relating to its product business
directly or through subcontractors and through licensed operations in the State
of Connecticut (subject to the same inclusions and exclusions as clause (a)),
and (d) maintain its principal bank accounts with banks located in the State of
Connecticut (provided, however, that assets, revenues, employees, operations and
bank accounts attributable to any entity acquired by the Company shall not be
considered when determining if the Company has satisfied such requirements so
long as such entity (1) was acquired in an arm's length transaction, (2) was not
an affiliate of the Company and was not controlled by an affiliate of the
Company prior to such acquisition, and (3) had been in existence and operating
as a business for at least one year at the time of the acquisition); or (ii) the
Company fails to keep the Registration Statement on Form S-2 that went effective
on January 31, 1997 (the "Registration Statement"), covering the offer and sale
by certain of the Company's shareholders (including CII) of up to 3,550,630
shares (including up to 3,041,963 shares beneficially owned at such time by CII)
of the Company's common stock, in effect for an aggregate of 120 days during any
rolling twelve month period during the three years which the Company is required
to maintain the effectiveness of the Registration Statement.  Upon CII's
exercise of its put, the Company shall be obligated to purchase from CII all the
Company's Common

                                       14
<PAGE>

Stock then owned by CII and underlying warrants then owned by CII at a price
equal to the greater of the then current market price of the Company's common
stock or $2.00 per share, less, in either event, the aggregate amount of unpaid
exercise prices of all warrants put to the Company. Using $2.00 per share, which
was above the market price for the Company's common stock on September 21, 1999,
as the put price per share, the aggregate put price that would have to be paid
by the Company if the put were exercised would be approximately $4,330,000. To
the extent that the current market value of the Company's common stock exceeds
$2.00 per share at any time, the put price would be greater. If CII were to have
the right to put its securities and were to choose to exercise that right, it
would have a serious adverse effect on the Company's liquidity and the Company
would most likely have to seek equity financing to be able to meet its
obligations to CII. However, the Company believes that it has the ability to
insure that its operations do not move from Connecticut in a manner that would
trigger CII's put, and the Company intends to cause the Registration Statement
to be maintained in a manner that would prevent CII's put from being operative.

The Company's operating losses, which the Company anticipates will continue into
the second quarter of fiscal 2000, are expected to exceed the Company's existing
working capital surplus.  The Company anticipates overcoming this deficit
through a combination of deferrals of some of the amount owed to the former
owners of AMT, additional borrowings from Webster Bank and the sale of equity
securities.  There can be no assurances, however, that the Company will be able
to accomplish this by the time that the Company's operating losses surpass the
Company's working capital surplus.  Assuming that the Company satisfies its cash
needs through the second quarter of fiscal 2000, the Company believes that the
combination of its working capital surplus as of June 30, 1999, its borrowing
facility, its ability to raise equity capital in the past and what it believes
will be material net profits from operations during the latter portion of fiscal
2000 will be sufficient to meet the Company's capital requirements during the
remainder of fiscal 2000.

                                YEAR 2000 ISSUE

The "Year 2000 Issue" results from computer programs being written using two
digits, instead of four, to define a given year.  Programs running time-
sensitive software may recognize a date using "00" as the year 1900 rather than
the year 2000, which could result in disruptions to various activities and
operations, miscalculations and even system failures.

The Company has recently upgraded its internal computer systems such that the
Company believes all of such internal systems are Year 2000 compliant.  The
Company has completed  (i) formal testing of such new systems, (ii) an
investigation regarding the Year 2000 readiness of its other equipment, and
(iii) inquiry of its suppliers and customers as to whether the Year 2000 Issue
will create substantial risks or disruption.

The Company has completed its investigation and implemented plans to correct any
discrepancies prior to the end of calendar year 1999.  As part of the Company's
Year 2000 investigation, the Company has sought confirmations, with respect to
the Year 2000 compliance of the computers, software, and systems of its
suppliers, customers and other third parties.  The Company believes, based upon
the foregoing analysis, that the Year 2000 issue will have no material adverse
impact on the Company's financial condition, results of operation, or future
cash flows.  If, nonetheless, the Company's suppliers, customers and other third
parties with whom the Company maintains business relations will be unable to
resolve any of their Year 2000 problems in a timely manner, risk to the
Company's financial condition could result.  In addition, in the event that the
economy as a whole is materially and adversely effected by widespread
disruptions, or by failures of key infrastructure providers (such as banks and
utilities), it is likely that the Company's financial condition and results of
operations would be materially adversely effected.

                                EURO CONVERSION

The Company conducts business in multiple currencies, including the currencies
of various European countries in the European Union which began participating in
the single European currency by adopting the Euro as their common currency

                                       15
<PAGE>

as of January 1, 1999. During the period January 1, 1999 to January 1, 2002, the
existing currencies of the member countries will remain legal tender and
customers and vendors of the Company may continue to use these currencies when
conducting business. Currency rates during this period, however, will no longer
be computed from one legacy currency to another but instead will first be
converted into the Euro. The Company continues to evaluate the Euro conversion
and the impact on its business, both strategically and operationally. At this
time, the conversion to the Euro has not had, nor is expected to have, a
material adverse effect on the financial condition or results of operations of
the Company.

                          FORWARD-LOOKING INFORMATION

The statements in this Annual Report on Form 10-KSB that are not historical fact
constitute "forward-looking statements."  Said forward-looking statements
involve risks and uncertainties which may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements, express or implied by such forward-looking
statements.  These forward-looking statements are identified by their use of
forms of such terms and phrases as "expects," "intends," "goals," "estimates,"
"projects," "plans," "anticipates," "should," "future," "believes," and
"scheduled".

The variables which may cause differences include, but are not limited to, the
following: general economic and business conditions; competition; success of
operating initiatives; operating costs; advertising and promotional efforts; the
existence or absence of adverse publicity; changes in business strategy or
development plans; the ability to retain management; availability, terms and
deployment of capital; business abilities and judgment of personnel;
availability of qualified personnel; labor and employee benefit costs;
availability and costs of raw materials and supplies; and changes in, or failure
to comply with, government regulations. Although the Company believes that the
assumptions underlying the forward-looking statements contained herein are
reasonable, any of the assumptions could be inaccurate, and therefore, there can
be no assurance that the forward-looking statements included in this filing will
prove to be accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by the Company or any other person
that the objectives and expectations of the Company will be achieved.

                                       16
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

The consolidated financial statements of the Company and the report of
independent certified public accountants thereon are set forth on pages F-1
through F-25 hereof.

                         INDEX TO FINANCIAL STATEMENTS

INDEPENDENT AUDITOR'S REPORT                             F-1
FINANCIAL STATEMENTS
      Consolidated balance sheets                        F-2
      Consolidated statements of operations              F-3
      Consolidated statements of stockholders' equity    F-4
      Consolidated statements of cash flows              F-5
      Notes to consolidated financial statements         F-7

                                       17
<PAGE>


                          INDEPENDENT AUDITOR'S REPORT


To the Stockholders and Board of Directors
Memry Corporation and Subsidiaries
Brookfield, Connecticut


We have audited the accompanying consolidated balance sheets of Memry
Corporation and subsidiaries as of June 30, 1999 and 1998, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
the years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Memry Corporation
and subsidiaries as of June 30, 1999 and 1998, and the results of their
operations and their cash flows for the years then ended in conformity with
generally accepted accounting principles.

/s/ McGladrey & Pullen, LLP

New Haven, Connecticut
August 20, 1999

                                      F-1
<PAGE>

MEMRY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
June 30, 1999 and 1998
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                               1999               1998
                                                                       --------------------------------------
<S>                                                                    <C>                   <C>
ASSETS (Note 5)

Current Assets
 Cash and cash equivalents                                             $       1,191,000     $      1,189,000
 Accounts receivable, less allowance for doubtful accounts
   of $118,000 in 1999 (Note 7)                                                2,238,000            3,534,000
 Note receivable                                                                       -              325,000
 Inventories (Note 3)                                                          3,182,000            2,336,000
 Prepaid expenses and other current assets                                        21,000               62,000
 Assets of discontinued segment, net (Note 12)                                         -              210,000
 Income tax receivable                                                            89,000                    -
                                                                       --------------------------------------
       Total current assets                                                    6,721,000            7,656,000
                                                                       --------------------------------------

Property, Plant and Equipment, net (Notes 4 and 9)                             5,316,000            2,717,000
                                                                       --------------------------------------
Other Assets
 Patents and patent rights, less accumulated amortization of
   $462,000 in 1999 and $328,000 in 1998                                       1,605,000            1,734,000
 Goodwill, less accumulated amortization of $386,000 in 1999
   and $138,000 in 1998                                                        4,465,000              906,000
 Deferred financing costs                                                         29,000               43,000
 Deposits                                                                         46,000               29,000
                                                                       --------------------------------------
                                                                               6,145,000            2,712,000
                                                                       --------------------------------------

                                                                       $      18,182,000     $     13,085,000
                                                                       ======================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
 Accounts payable and accrued expenses (Note 14)                       $       2,662,000     $      2,230,000
 Notes payable (Note 5)                                                        2,571,000              100,000
 Current maturities of capital lease obligations (Note 9)                         39,000               31,000
 Acquisition liability (Note 2)                                                1,046,000                    -
                                                                       --------------------------------------
       Total current liabilities                                               6,318,000            2,361,000

Capital Lease Obligations, less current maturities (Note  9)                      36,000               19,000
Notes Payable, less current maturities (Note 5)                                  862,000              580,000
                                                                       --------------------------------------
                                                                               7,216,000            2,960,000
                                                                       --------------------------------------

Commitments and Contingencies (Notes 2, 9 and 11)

Stockholders' Equity (Note 6)
 Common stock                                                                    208,000              199,000
 Additional paid-in capital                                                   43,832,000           41,121,000
 Accumulated deficit                                                         (32,544,000)         (31,195,000)
 Accumulated other comprehensive loss:
   Foreign currency translation adjustment                                      (530,000)                   -
                                                                       --------------------------------------
                                                                              10,966,000           10,125,000
                                                                       --------------------------------------

                                                                       $      18,182,000     $     13,085,000
                                                                       ======================================
</TABLE>

See Notes to Consolidated Financial Statements.

                                      F-2
<PAGE>

MEMRY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended June 30, 1999 AND 1998
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                              1999                 1998
                                                                       --------------------------------------
<S>                                                                    <C>                   <C>
Revenues
 Product sales (Note 7)                                                $      18,164,000     $     18,847,000
 Research and Development                                                        722,000              230,000
                                                                       --------------------------------------
                                                                              18,886,000           19,077,000
                                                                       --------------------------------------

Cost of Revenues
 Manufacturing (Note 8)                                                       11,135,000            9,266,000
 Research and development                                                        473,000              187,000
                                                                       --------------------------------------
                                                                              11,608,000            9,453,000
                                                                       --------------------------------------

       Gross Profit                                                            7,278,000            9,624,000
                                                                       --------------------------------------

Operating Expenses
 General, selling and administrative (Notes 9, 11 and 14)                      7,780,000            5,835,000
 Depreciation and amortization                                                   595,000              406,000
                                                                       --------------------------------------
                                                                               8,375,000            6,241,000
                                                                       --------------------------------------

       Operating Income (loss)                                                (1,097,000)           3,383,000
                                                                       --------------------------------------

Other Income (Expense)
 Interest expense (Note 5)                                                      (170,000)            (163,000)
 Interest income                                                                  78,000                    -
 Other income                                                                     58,000                    -
 Gain on disposition of assets                                                     7,000               16,000
                                                                       --------------------------------------
                                                                                 (27,000)            (147,000)
                                                                       --------------------------------------

       Income (loss) from continuing operations before
           income taxes                                                       (1,124,000)           3,236,000

Provision for income taxes (Note 10)                                             225,000              160,000
                                                                       --------------------------------------

       Income (loss) from continuing operations                               (1,349,000)           3,076,000

Loss on disposal of discontinued segment (Note 12)                                     -             (151,000)
                                                                       --------------------------------------
       Net Income (Loss)                                               $      (1,349,000)    $      2,925,000
                                                                       ======================================

Basic earnings per share:
 Income (loss) from continuing operations                              $           (0.07)    $           0.17
 Loss from discontinued operations                                                     -                (0.01)
                                                                       --------------------------------------
                                                                       $           (0.07)    $           0.16
                                                                       ======================================

Diluted earnings per share:
 Income (loss) from continuing operations                              $           (0.07)    $           0.15
 Loss from discontinued operations                                                     -                (0.01)
                                                                       --------------------------------------
                                                                       $           (0.07)    $           0.14
                                                                       ======================================
</TABLE>

See Notes to Consolidated Financial Statements.

                                      F-3
<PAGE>

MEMRY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years Ended June 30, 1999 and 1998
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>


                                         Common Stock                                      Accumulated
                                   ------------------------   Additional                   Other Comp-
                                     Shares         Par        Paid-in       Accumulated    rehensive
                                     Issued        Value       Capital         Deficit        Loss           Total
                                   ----------------------------------------------------------------------------------
<S>                                <C>         <C>           <C>            <C>           <C>           <C>
Balance, June 30, 1997              17,005,474 $   170,000   $ 39,631,000   $(34,120,000) $          -  $  5,681,000

   Issuance of common stock          1,280,781      13,000      1,472,000              -             -     1,485,000

   Issuance of warrants                      -           -         34,000              -             -        34,000

   Warrants exercised through
     net settlement and issuance
     of common stock                 1,662,914      16,000        (16,000)             -             -             -

   Net income                                -           -              -      2,925,000             -     2,925,000
                                   ---------------------------------------------------------------------------------

Balance, June 30, 1998              19,949,169     199,000     41,121,000    (31,195,000)            -    10,125,000

   Issuance of common stock            877,164       9,000      2,711,000              -             -     2,720,000

   Comprehensive loss:

     Net loss                                -           -              -     (1,349,000)            -    (1,349,000)

     Other comprehensive loss,
        net of tax - foreign
        currency translation
        adjustments                          -           -              -              -      (530,000)     (530,000)
                                                                                                        ------------
              Total comprehensive
              loss                           -           -              -              -             -    (1,879,000)
                                   ---------------------------------------------------------------------------------

Balance, June 30, 1999              20,826,333 $   208,000   $ 43,832,000   $(32,544,000) $   (530,000) $ 10,966,000
                                   =================================================================================
</TABLE>

See Notes to Consolidated Financial Statements

                                      F-4
<PAGE>

MEMRY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended June 30, 1999 and 1998
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                         1999            1998
                                                                                 ---------------------------------
<S>                                                                              <C>                <C>
Cash Flows from Operating Activities
   Net income (loss)                                                             $     (1,349,000)  $    2,925,000
   Adjustments to reconcile net income (loss) to net cash provided by
      operating activities:
        Provision for loss on note receivable                                             325,000                -
        Depreciation and amortization                                                   1,217,000          873,000
        Gain on disposal of assets                                                         (7,000)         (16,000)
        Writedown of assets of discontinued segment                                             -          200,000
        Compensation paid by issuance of common stock                                     103,000          234,000
        Change in operating assets and liabilities:
           Decrease (increase) in accounts receivable                                   1,588,000         (879,000)
           Increase in note receivable                                                          -         (325,000)
           Increase in inventories                                                       (683,000)        (334,000)
           Decrease in prepaid expenses and other current assets                           30,000           89,000
           Decrease (increase) in other assets                                             56,000          (43,000)
           Increase in income tax receivable                                              (89,000)               -
           Increase (decrease) in accounts payable and accrued expenses                   133,000       (1,034,000)
                                                                                 ---------------------------------
              Net cash provided by operating activities                                 1,324,000        1,690,000
                                                                                 ---------------------------------

Cash Flows from Investing Activities
   Purchase of AMT and Wire Solutions                                                  (1,533,000)               -
   Purchases of equipment                                                              (1,632,000)        (521,000)
   Proceeds from sales of equipment                                                       310,000           24,000
                                                                                 ---------------------------------
              Net cash used in investing activities                                    (2,855,000)        (497,000)
                                                                                 ---------------------------------

Cash Flows from Financing Activities
   Proceeds from sale of common stock, net                                                133,000        1,516,000
   Proceeds from notes payable                                                                  -          500,000
   Net increase (decrease) in revolving loans payable                                   2,288,000       (1,173,000)
   Principal payments on notes payable                                                   (304,000)        (842,000)
   Principal payments on capital lease obligations                                        (35,000)         (30,000)
                                                                                 ---------------------------------
              Net cash provided by (used in) financing activities                       2,082,000          (29,000)
                                                                                 ---------------------------------

Effect of foreign currency exchange rate changes on cash and cash equivalents            (549,000)               -
                                                                                 ---------------------------------

              Increase in cash and cash equivalents                                         2,000        1,164,000

Cash and cash equivalents, beginning of year                                            1,189,000           25,000
                                                                                 ---------------------------------

Cash and cash equivalents, end of year                                           $      1,191,000   $    1,189,000
                                                                                 =================================

Supplemental Disclosures of Cash Flow Information
   Cash payments for interest                                                    $        155,000   $      239,000
                                                                                 =================================
Cash payments for income taxes                                                   $        145,000   $       46,000
                                                                                 =================================
</TABLE>

                                      F-5
<PAGE>

MEMRY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS, Continued
Years Ended June 30, 1999 and 1998
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                             1999             1998
                                                                                     -----------------------------------
<S>                                                                                  <C>                 <C>
Supplemental Schedule of Noncash Investing and Financing Activities
   Acquisition of AMT:
      Cash purchase price                                                            $       1,298,000   $             -
                                                                                     ===================================

      Fair value of assets acquired
        Accounts receivable                                                          $         575,000   $             -
        Notes receivable                                                                       525,000                 -
        Inventory                                                                              187,000                 -
        Goodwill                                                                             3,743,000                 -
        Property and equipment                                                               2,012,000                 -
        Other                                                                                   22,000                 -
                                                                                     -----------------------------------
                                                                                             7,064,000                 -
      Less
        Common stock issued                                                                 (2,363,000)                -
        Acquisition liability                                                               (1,046,000)                -
        Liabilities assumed                                                                 (2,357,000)                -
                                                                                     -----------------------------------
                                                                                     $       1,298,000   $             -
                                                                                     ===================================

   Acquisition of Wire Solutions, Inc.:
      Cash purchase price                                                            $         235,000   $             -
                                                                                     ===================================

      Fair value of assets acquired
        Accounts receivable                                                          $          26,000   $             -
        Goodwill                                                                               353,000                 -
        Property, plant and equipment                                                            1,000                 -
                                                                                     -----------------------------------
                                                                                               380,000                 -

      Less
        Common stock issued                                                                   (121,000)                -
        Liabilities assumed                                                                    (24,000)                -
                                                                                     -----------------------------------
                                                                                     $         235,000   $             -
                                                                                     ===================================

   Issuance of common stock in settlement of debt                                    $               -   $        60,000
                                                                                     ===================================

   Issuance of 1,662,914 shares of common stock in net settlement of
      2,370,000 common stock warrants                                                $               -   $        16,000
                                                                                     ===================================

   Capital lease obligation incurred for equipment                                   $          21,000   $         8,000
                                                                                     ===================================
   Conversion of revolving loans payable to equipment term loan                      $         668,000   $             -
                                                                                     ===================================

</TABLE>

See Notes to Consolidated Financial Statements.

                                      F-6
<PAGE>

MEMRY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1999 and 1998
--------------------------------------------------------------------------------

Note 1.   Summary of Significant Accounting Policies

Nature of business
------------------

Memry Corporation, a Delaware corporation incorporated in 1981, is engaged in
the businesses of developing, manufacturing and marketing products and
components utilizing the properties exhibited by shape memory alloys, and, prior
to June 5, 1997, manufacturing and marketing metal parts and components machined
on screw machines and smaller metal working machines. As described in Note 12,
the Company ceased the operations of the metal parts and components operations
on June 5, 1997. The Company's sales are primarily to customers in the medical
device industry located throughout the United States and Europe. The Company
extends credit to its customers all on an unsecured basis on terms that it
establishes for individual customers.

Accounting estimates
--------------------

The preparation of financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.

Principles of consolidation
---------------------------

The financial statements include the accounts of Memry Corporation ("Memry") and
its wholly owned subsidiaries, Wright Machine Corporation ("Wright") and Memry
Holdings, S.A., (collectively, the "Company"). Memry Holdings, S.A. is a holding
company whose principal asset consists of an investment in its wholly owned
subsidiary, Memry Europe, N.V. All significant intercompany accounts and
transactions have been eliminated in consolidation.

Cash and cash equivalents
-------------------------

For purposes of the consolidated statements of cash flows, the Company considers
all highly liquid investments with a maturity of three months or less, when
purchased, to be cash equivalents. The carrying amount of these financial
instruments approximates fair value because of the short maturity of these
instruments.

Inventories
-----------

Inventories consist principally of various metal alloy rod and shape memory
alloys. Inventories are stated at the lower of cost, determined on the first-in,
first-out method, or market.

                                      F-7
<PAGE>

MEMRY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
June 30, 1999 and 1998
--------------------------------------------------------------------------------

Impairment of assets
--------------------

The Company reviews its long-lived assets and certain identifiable intangible
assets for impairment whenever events or circumstances indicate that the
carrying amount of the assets may not be recoverable.

Foreign Currency Exchange and Translation
-----------------------------------------

The financial statements of foreign subsidiaries have been translated into U.S.
dollars in accordance with Statement of Financial Accounting Standards No. 52,
"Foreign Currency Translation". All balance sheet accounts have been translated
using the exchange rates in effect at the balance sheet date. Income statement
amounts have been translated using the average exchange rate for the year. The
loss resulting from the changes in exchange rates has been reported in
accumulated other comprehensive loss.

Effective January 1, 1999, the European Economic and Monetary Union (the "EMU")
created a single Eurocurrency (the "Euro") for its member countries, including
Belgium, which is a member of the EMU and where the Company's European
operations are conducted. On January 1, 1999, Belgium irreversibly established
fixed conversion rates between their existing sovereign currency, the Belgian
Franc, and the Euro, and adopted the Euro as its common legal currency on that
date. On January 1, 1999, the exchange rate between the Belgian Franc and Euro
was 40.34 to 1. Because the Company did not own its Belgium subsidiary during
the fiscal year ended June 30, 1998, restatement of prior year balances because
of the adoption of the Euro was not required.

Revenue recognition
-------------------

Revenues from product sales are recognized when the related products are
shipped. Certain revenues are earned in connection with research and development
grants and contracts which are principally with various Governmental agencies.
Such revenues are recognized when services are rendered. Some of the Company's
research and development projects are customer-sponsored and typically provide
the Company with the production rights or pay a royalty to the Company if a
commercially viable product results.

Depreciation and amortization
-----------------------------

Depreciation of equipment is computed using the straight-line method over the
estimated useful lives of the respective assets, ranging from three to ten
years. Leasehold improvements are amortized over the life of the lease, or the
improvements' estimated useful life, if shorter.

                                      F-8
<PAGE>

MEMRY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
June 30, 1999 and 1998
--------------------------------------------------------------------------------

Costs of obtaining patents and patent rights are amortized using the straight-
line method over the patents' expected period of benefit which ranges from
thirteen to sixteen years.

Goodwill represents the cost of acquired assets in excess of values ascribed to
net tangible assets and is being amortized using the straight-line method over
15 years.

Costs incurred in obtaining financing are capitalized and are being amortized
over the term of the related debt.

401(k) plan
-----------

The Company maintains a 401(k) profit sharing and savings plan for the benefit
of substantially all its employees. The plan provides for contributions by the
Company in such amounts as the Board of Directors may annually determine.

Income taxes
------------

Deferred taxes are provided on a liability method whereby deferred tax assets
are recognized for deductible temporary differences and operating loss and tax
credit carryforwards and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax bases. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets
will not be realized. Deferred tax assets and liabilities are adjusted for the
effects of changes in tax laws on the date of enactment.

Earnings per share
------------------

Basic earnings (loss) per share amounts are computed by dividing income (loss)
from continuing and discontinued operations by the weighted-average number of
common shares outstanding. Diluted per share amounts assume exercise of all
potential common stock instruments unless the effect is to reduce the loss or
increase the income per common share from continuing operations.

For the periods presented, there were no items which changed the income (loss)
from continuing and discontinued operations as presented in the consolidated
statements of operations and the amounts used to compute basic and diluted
earnings (loss) per share. The following is information about the computation of
weighted-average shares utilized in the computation of basic and diluted
earnings (loss) per share. For the year ended June 30, 1999, common stock
equivalents have been excluded from the computation of the net loss per share
because inclusion of such equivalents is antidilutive.

                                      F-9
<PAGE>

MEMRY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
June 30, 1999 and 1998
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                     1999               1998
                                                                              ----------------------------------
            <S>                                                               <C>                     <C>
            Weighted average number of basic shares
              outstanding                                                          20,297,134         18,102,916
            Effect of dilutive securities:
              Warrants                                                                      -          2,391,611
              Options                                                                       -            474,036
                                                                              ----------------------------------

            Weighted average number of fully diluted
              shares outstanding                                                   20,297,134         20,968,563
                                                                              ==================================
</TABLE>

Comprehensive Income
--------------------

The Company adopted SFAS No. 130, "Reporting Comprehensive Income," as of July
1, 1998. Accounting principles generally require that recognized revenue,
expenses, gains and losses be included in net income. Although certain changes
in assets and liabilities, such as foreign currency translation adjustments, are
reported as a separate component of the stockholders' equity section of the
balance sheet, such items, along with net income, are components of
comprehensive income. The adoption of SFAS No. 130 had no effect on the
Company's net loss or stockholders' equity.

Note 2.   Business Combinations

The Company purchased Advanced Materials and Technologies, n.v. ("AMT") and the
assets of Wire Solutions, Inc. on October 30, 1998 and March 19, 1999,
respectively. Details of the transactions which were accounted for as purchases,
are as follows:

A summary of the purchase payments in connection with the acquisitions is as
follows:

<TABLE>
<CAPTION>
                                                                                                Wire
                                                                                              Solutions,
                                                                                 AMT             Inc.
                                                                         --------------------------------
                     <S>                                                 <C>               <C>
                     Cash paid to sellers at closing                     $      1,040,000  $      209,000
                     Issuance of 675,000 shares of common
                        stock to sellers                                        2,363,000               -
                     Issuance of 62,500 shares of common
                        stock to sellers                                                -         121,000
                     Acquisition liability                                      1,046,000               -
                     Acquisition costs                                            258,000          26,000
                                                                        ==================================
                                                                         $      4,707,000  $      356,000
                                                                        ==================================
</TABLE>

                                      F-10
<PAGE>

MEMRY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
June 30, 1999 and 1998
--------------------------------------------------------------------------------

A summary of the net assets acquired in connection  with the  acquisitions is as
follows:

<TABLE>
<CAPTION>
                                                                                                  Wire
                                                                                               Solutions,
                                                                                AMT               Inc.
                                                                         ---------------------------------
                     <S>                                                 <C>                <C>
                     Assets acquired
                        Accounts receivable                              $         575,000  $        26,000
                        Notes receivable                                           525,000                -
                        Inventory                                                  187,000                -
                        Goodwill                                                 3,743,000          353,000
                        Property, plant and equipment                            2,012,000            1,000
                        Other                                                       22,000                -
                     Liabilities assumed                                        (2,357,000)         (24,000)
                                                                         ----------------------------------
                                                                         $       4,707,000  $       356,000
                                                                         ==================================
</TABLE>

Unaudited pro forma consolidated results of operations for the years ended June
30, 1999 and 1998, as though AMT and Wire Solutions, Inc. had been acquired at
July 1, 1997, are as follows:

<TABLE>
<CAPTION>
                                                                              1999                   1998
                                                                       -----------------------------------------
                     <S>                                               <C>                     <C>
                     Product sales                                      $      18,391,000      $      19,937,000
                     Net (loss) income                                  $      (1,626,000)     $       2,291,000
                     Basic earnings per share                           $           (0.08)     $            0.12
                     Diluted earnings per share                         $           (0.08)     $            0.11
</TABLE>

In connection with the acquisition of AMT, the Company has recorded a liability
of $1,046,000. Pursuant to the terms of the purchase agreement, if the fair
market value of the Company's common stock is below $5.55 per share on October
30, 1999, then the Company is obligated to pay an amount calculated by
multiplying 675,000 times the difference between $5.55 and such fair value;
provided however, that in no event shall the Company be obligated to pay more
than $1,046,000.

                                      F-11
<PAGE>

MEMRY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
June 30, 1999 and 1998
--------------------------------------------------------------------------------

Note 3.   Inventories

Inventories at June 30, 1999 and 1998, are summarized as follows:

<TABLE>
<CAPTION>
                                                                                   1999              1998
                                                                              ---------------------------------
            <S>                                                               <C>              <C>
            Raw materials and supplies                                        $       690,000  $         455,000
            Work-in-process                                                         1,789,000          1,783,000
            Finished goods                                                          1,304,000            836,000
            Allowance for slow-moving and obsolete inventory                         (601,000)          (738,000)
                                                                              ----------------------------------
                                                                              $     3,182,000  $       2,336,000
                                                                              ==================================
</TABLE>

Note 4.   Property, Plant and Equipment

Property, plant and equipment at June 30, 1999 and 1998, is summarized as
follows:

<TABLE>
<CAPTION>
                                                                                       1999              1998
                                                                              ----------------------------------
            <S>                                                               <C>               <C>
            Land                                                              $        691,000  $            -
            Furniture and fixtures                                                   1,371,000           645,000
            Tooling and equipment                                                    5,698,000         3,745,000
            Leasehold improvements                                                     247,000           203,000
                                                                               ---------------------------------

                                                                                     8,007,000         4,593,000
            Less accumulated depreciation and amortization                           2,691,000         1,876,000
                                                                               ---------------------------------

                                                                              $      5,316,000  $      2,717,000
                                                                              ==================================
</TABLE>

Note 5.   Notes Payable

Notes payable consist of the following at June 30, 1999 and 1998:

<TABLE>
<CAPTION>
                                                                                    1999              1998
                                                                              ---------------------------------
      <S>                                                                     <C>                   <C>
      Revolving loan payable pursuant to June 30, 1998 credit
      facility interest payable monthly at the prime rate plus
      .75% (8.75% at June 30, 1999), due June 30, 2001.                       $       1,800,000     $    180,000

      Term note payable to a bank pursuant to June 30, 1998
         credit facility, due in monthly installments of $8,333
         plus interest at 8.75% per annum, due June 30, 2003                            408,000          500,000
</TABLE>

                                      F-12
<PAGE>

MEMRY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
June 30, 1999 and 1998
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                       1999           1998
                                                                                       -------------------
      <S>                                                                              <C>            <C>
      Equipment loan payable pursuant to June 30, 1998 credit  facility,  due in
         monthly installments of $18,555 plus interest at prime plus .75% (8.75%
         at June 30, 1999), due June 30, 2002.
                                                                                        668,000           -

      Term note payable to a bank, due in annual installments
         including interest at 9.75%, due February 21, 2001.                             88,000           -

      Term note payable to Swissmetal, due on November 30,
         1999 plus accrued interest at 5% per annum.                                    128,000           -

      Mortgage note payable to a bank, due July 14, 1999 plus accrued
         interest at 9.09% per annum.                                                   256,000           -

      Term note payable to a bank, due in annual installments
         plus interest at 6.92%, due on August 5, 1999.                                  13,000           -

      Term note payable to a bank due in monthly installments
         plus interest at 5.70%, due October 10, 2001                                    72,000           -
                                                                              -----------------------------------
                                                                                      3,433,000          680,000
      Less current maturities                                                         2,571,000          100,000
                                                                              -----------------------------------

                                                                              $         862,000  $       580,000
                                                                              ===================================
</TABLE>

Future maturities of Notes Payable at June 30, 1999 are as follows:

<TABLE>
<CAPTION>
                               <S>                       <C>
                               2000                      $       2,571,000
                               2001                                413,000
                               2002                                341,000
                               2003                                100,000
                               2004                                  8,000
                                                        ------------------

                                                         $       3,433,000
                                                         =================
</TABLE>

The credit facility entered into on June 30, 1998 includes a revolving loan, a
line of credit and a $500,000 term loan. The revolving loan provides for
borrowings up to the lesser of $3,000,000 or the sum of (a) 80% of eligible
accounts receivable and (b) the lesser of $1 million or 35% of eligible
inventory; and for the payment of a commitment fee equal to .25% per annum of
the daily unused portion of the revolving loan. The line of credit provides for
equipment financing up to the lesser of $750,000 or 75% of the purchase price
for eligible equipment each year through June 30, 2001. The Company, on July 1
of each year through 2001, has the option of converting amounts borrowed under
the line of credit to

                                      F-13
<PAGE>

MEMRY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
June 30, 1999 and 1998
--------------------------------------------------------------------------------

term loans. On June 30, 1999, the Company converted $668,000 from the equipment
line of credit into a term loan. This credit facility is secured by
substantially all the assets of the Company.

Interest on the revolving loan and line of credit loan is variable based on
either LIBOR or the Prime Rate as published in the Wall Street Journal, as
elected by the Company. Interest on the term loan and converted equipment loans
is either fixed, at a rate based on the U.S. Treasury yield, or variable based
on the Prime Rate, as elected by the Company. The Company has the ability to
convert between the different rates from time to time subject to certain
conditions.

In addition, the credit facility contains various restrictive covenants
including, among others, limitations on additional debt, payment of dividends,
management and ownership changes and compliance with specified financial ratios.
The Company was not in compliance with certain financial covenants as of June
30, 1999. However, the Company has received a waiver or covenant modification
from the bank for such financial covenants through June 30, 2000.

The carrying amounts of these financial instruments approximates fair value.

Note 6.   Capital Stock

Common stock
------------

On June 30, 1999 and 1998, the Company had 30,000,000 authorized shares of
common stock, par value $0.01 per share, of which there were 20,826,333 and
19,949,169 shares issued and outstanding at June 30, 1999 and 1998,
respectively.

During the year ended June 30, 1998, $150,000 was raised through the sale of
100,000 shares of common stock under a private placement of securities.

Also during the years ended June 30, 1999 and 1998, 38,000 and 33,000 shares of
common stock at an aggregate price of $99,000 and $70,000, respectively, were
issued to Company directors as compensation. In addition, during the years ended
June 30, 1999 and 1998, 102,000 and 2,780,000 shares of common stock were issued
at an aggregate price of $133,000 and $1,135,000, respectively, through the
exercise of options and warrants. Of the 2,780,000 shares issued upon exercise
of options and warrants during 1998, approximately 1,663,000 shares were issued
on a net exercisable basis, for which no proceeds were received. During the year
ended June 30, 1998, 31,000 shares at an aggregate price of $130,000 were issued
as compensation to an outside consultant and employees.

                                     F-14
<PAGE>

MEMRY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
June 30, 1999 and 1998
--------------------------------------------------------------------------------

Common stock reserved for issuance at June 30, 1999, is as follows:

                                                              Number of
                                                                Shares
                                                            --------------
                      For exercise of outstanding warrants       1,450,602
                      For exercise of stock options              2,753,234
                                                            --------------
                                                                 4,203,836
                                                            ==============

Various agreements with a certain investor provide that upon the occurrence of
specified events, primarily should the Company cease to maintain its principal
offices within the State of Connecticut or fail to maintain a registration
statement covering the resale of its securities, the investor would have the
right to put all securities of the Company held by the investor at that time for
a price equal to the greater of the then current market price per share of such
securities or $2 per share, less, if warrants are being held by such investor at
such time, the aggregate amount of the unpaid exercise prices of all such
warrants. Using $2.00 per share, which is greater than the market price per
share at June 30, 1999, as the put price per share, the aggregate put price that
would have to be paid by the Company if the put were exercised would be
approximately $4,330,000. This put option expires on the date the investor
ceases to hold at least 35% of the common stock underlying the convertible
securities originally issued to it. If the investor were to have the right to
put its securities and were to choose to exercise that right, such an event
would have a serious adverse effect on the Company's liquidity and the Company
would most likely have to seek equity financing to be able to meet its
obligations to the investor. However, the Company has the ability to insure that
its operations do not move from Connecticut and intends to cause its current
registration statement to be maintained in a manner that would prevent the put
from being operative.

Incentive Plans
---------------

In 1994, the Company adopted the Memry Corporation Stock Option Plan (the "1994
Plan"). Pursuant to this plan, incentive stock options were granted at prices
equal to or greater than the fair market value of the Company's common stock at
the date of grant, and were exercisable at the date of grant unless otherwise
stated. In addition, non-qualified options were granted at prices determined by
the Company's compensation committee, which may have been less than the fair
market value of the Company's common stock at date of grant, in which case an
expense equal to the difference between the option price and fair market value
was recognized. The exercise period for both the incentive and non-qualified
stock options generally could not exceed ten years. The Plan also allowed the
granting of Stock Appreciation Rights, however, only a minimal amount of such
rights were granted.

                                     F-15
<PAGE>

MEMRY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
June 30, 1999 and 1998
--------------------------------------------------------------------------------

During the year ended June 30, 1998, the Company adopted the Memry Corporation
Long-term Incentive Plan (the "1997 Plan"). Under the 1997 Plan, incentive and
non-qualified options may be granted to employees and non-employee directors
under terms similar to the 1994 Plan. Also, under the 1997 Plan, Stock
Appreciation Rights ("SARs"), Limited Stock Appreciation Rights ("Limited
SARs"), restricted stock, and performance shares may be granted to employees.
With respect to SARs, upon exercise, the Company must pay to the employee the
difference between the current market value of the Company's common stock and
the exercise price of the SARs. The SARs terms are determined at the time of
each individual grant, however if SARs are granted which are related to an
incentive stock option, then the SARs will contain similar terms to the related
option. Limited SARs may be granted in relation to any option or SARs granted.
Upon exercise, the Company must pay to the employee the difference between the
current market value of the Company's common stock and the exercise price of the
related options or SARs. Upon the exercise of SARs or Limited SARs, any related
option or SARs outstanding will no longer be exercisable.

Restricted shares of common stock may also be granted to employees for no
consideration. The terms of the restriction are determined at the time of each
individual grant. Generally, if employment is terminated during the restricted
period, the participant must forfeit any stock still subject to restriction.
Performance shares are granted to employees based on individual performance
goals, and may be paid in shares or cash determined based on the shares earned
and the market value of the Company's common stock at the end of certain defined
periods.

Also, under the 1997 Plan, each quarter, all non-employee directors are granted
shares of the Company's common stock with a value equal to $7,500, determined
based on the market value of the Company's stock at the end of each quarter.
This amount was amended during the year ended June 30, 1999 from $2,500 to
$7,500 each quarter per non-employee director.

Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS No. 123"), established new standards for stock-based
compensation plans under which employees receive shares of stock or other equity
instruments, such as stock options or warrants, of the employer. This Statement
established a fair value based method of expense recognition for stock-based
compensation plans and encouraged, but did not require, entities to adopt that
method in place of existing generally accepted accounting principles. As
permitted by SFAS No. 123, for options granted where the exercise price at date
of grant is equal to or exceeds the fair market value of the Company's stock,
the Company has elected to continue under existing generally accepted accounting
principles and to account for the options granted under APB Opinion No. 25, and
accordingly, no compensation cost has been recognized in the consolidated
statements of operations for grants under the option plan. Had compensation cost
for the stock option plans been recognized based on the grant date fair values
of awards, the method described

                                     F-16
<PAGE>

MEMRY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
June 30, 1999 and 1998
--------------------------------------------------------------------------------

in SFAS No. 123, the reported net income (loss) would have been
increased/decreased to the pro forma amounts shown below:

<TABLE>
<CAPTION>
                                                                                   1999             1998
                                                                         ----------------------------------
                   <S>                                                   <C>                 <C>
                   Net income (loss):
                      As reported                                        $     (1,349,000)   $    2,925,000
                                                                         ==================================
                      Pro forma                                          $     (1,845,000)   $    2,678,000
                                                                         ==================================
                   Basic earnings per share:
                      As reported                                        $          (0.07)   $         0.16
                                                                         ==================================

                      Pro forma                                          $          (0.09)   $         0.15
                                                                         ==================================
                   Diluted earnings per share:
                      As reported                                        $          (0.07)   $         0.14
                                                                         ==================================
                      Pro forma                                          $          (0.09)   $         0.13
                                                                         ==================================
</TABLE>

The fair value of each grant, used to determine the proforma information above,
is estimated at the grant date using the fair value option-pricing model with
the following weighted average assumptions for grants awarded during the years
ended June 30, 1999 and 1998:

<TABLE>
<CAPTION>

                                                            1999                            1998
                                                     ----------------                ----------------
     <S>                                             <C>                             <C>
     Dividend rate                                            -
     Risk free interest rate                               5.82%                            5.82%
     Weighted average expected lives, in years                4                                4
     Price volatility                                     111.6%                            31.8%

</TABLE>

                                     F-17
<PAGE>

MEMRY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
June 30, 1999 and 1998
--------------------------------------------------------------------------------

A summary of the status of the Company's stock option plans at June 30, 1999 and
1998, and changes during the years then ended, is as follows:

<TABLE>
<CAPTION>
                                                                                                 Weighted
                                                                                                 Average
                                                                    Shares        Options        Exercise
                                                                   Reserved     Outstanding       Price
                                                                 --------------------------------------------
                   <S>                                           <C>              <C>         <C>
                   Balance, June 30, 1997                          1,100,000      897,000     $    1.54
                       Canceled                                                   (35,500)    $    1.67
                       Granted                                                    720,000     $    3.88
                       Exercised                                                  (44,000)    $    1.59
                                                                 --------------------------------------------

                   Balance, June 30, 1998                          3,083,000    1,537,500     $    2.63
                      Canceled                                                    (83,290)    $    2.69
                      Granted                                                     210,000     $    2.05
                      Exercised                                                   (82,166)    $    1.60
                                                                 --------------------------------------------
                   Balance, June 30, 1999                          2,753,234    1,582,044     $    2.60
                                                                 ============================================
</TABLE>

At June 30, 1999 and 1998, 764,037 and 394,000 (weighted average exercise price
of $2.12 and $1.51) of the outstanding options were exercisable, respectively.
The weighted-average grant date fair value per option of options granted during
the years ended June 30, 1999 and 1998 was $1.31 and $1.29, respectively. For
the years ended June 30, 1999 and 1998, all options granted carried an exercise
price equal to the fair market value of the Company's stock at the date of
grant.

A further summary of options outstanding at June 30, 1999, is as follows:

<TABLE>
<CAPTION>
                                      Options Outstanding                         Options Exercisable
                           --------------------------------------------  -------------------------------------
                                           Weighted-
                                            Average          Weighted-                        Weighted-
   Range of                                Remaining          Average                          Average
   Exercise                Number          Contractual        Exercise          Number         Exercise
    Prices              Outstanding     Life (In Years)        Price          Exercisable       Price
------------------------------------------------------------------------------------------------------------
<S>                      <C>            <C>                  <C>             <C>               <C>
    $.90 to $4.25        1,582,044            8.08          $     2.60          764,037      $     2.12
</TABLE>

Warrants
--------

The Company has also issued stock warrants to employees and others. The
compensation cost charged to operations for warrants granted to employees was
$5,000 and $34,000 during the years ended June 30, 1999 and 1998, respectively.

                                     F-18
<PAGE>

MEMRY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
June 30, 1999 and 1998
--------------------------------------------------------------------------------

The following table summarizes  warrants  outstanding at June 30, 1999 and 1998,
and the changes in warrants during the years then ended:

<TABLE>
<CAPTION>
                                                                                            Weighted-
                                                                                             Average
                                                        Shares             Warrants        Exercise
                                                        Reserved          Outstanding         Price
                                                        -------------------------------------------------
           <S>                                          <C>             <C>             <C>
           Balance, June 30, 1997                       5,321,732       5,321,732       $    1.37
               Canceled                                                  (414,525)      $    5.00
               Granted                                                          -       $       -
               Exercised                                               (3,436,605)      $    1.02
                                                        -------------------------------------------------

           Balance, June 30, 1998                       1,470,602       1,470,602       $    1.13
              Canceled                                                          -       $       -
              Granted                                                           -       $       -
              Exercised                                                   (20,000)      $    0.01
                                                        -------------------------------------------------

           Balance, June 30, 1999                       1,450,602       1,450,602       $    1.15
                                                        =================================================
</TABLE>

Of the 3,436,605 warrants exercised during the year ended June 30, 1998,
approximately 2,370,000 were converted, on a net exercise basis, to
approximately 1,663,000 shares of common stock.

A further summary of warrants outstanding at June 30, 1999 is as follows:

<TABLE>
<CAPTION>
                                       Warrants Outstanding                        Warrants Exercisable
                      -----------------------------------------------------  --------------------------------
                                           Weighted-
                                            Average          Weighted-                          Weighted
    Range of                               Remaining          Average                           Average
    Exercise              Number          Contractual         Exercise           Number         Exercise
     Prices            Outstanding      Life (In Years)        Price          Exercisable        Price
-------------------------------------------------------------------------------------------------------------
<S>                    <C>              <C>                <C>                 <C>           <C>
    $.01 to $2.00        1,450,602           2.51          $     1.15          1,450,602     $     1.15
</TABLE>
                                     F-19
<PAGE>

MEMRY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
June 30, 1999 and 1998
--------------------------------------------------------------------------------

Note 7.   Major Customers

Product sales revenue for the years ended June 30, 1999 and 1998, include sales
to two major customers, each of which accounted for greater than 10% of the
total sales of the Company. A summary of sales to these customers during the
years ended June 30, 1999 and 1998, and accounts receivable from these customers
at June 30, 1999 and 1998, is as follows:

<TABLE>
<CAPTION>
                                               1999                                     1998
                              ---------------------------------------   -------------------------------------
                                                       Accounts                                 Accounts
              Customer              Sales             Receivable             Sales             Receivable
          ------------------  ---------------------------------------   -------------------------------------
          <S>                 <C>                   <C>                 <C>                 <C>
          Company A            $      7,909,000     $        817,000    $      8,309,000    $      1,845,600
          Company B                   6,290,000              753,000           7,331,700             829,900
                              ---------------------------------------   -------------------------------------
                               $     14,199,000     $      1,570,000    $     15,640,700    $      2,675,500
                              =======================================   =====================================
</TABLE>

Sales to Company A are made under a private label/distribution agreement wherein
Company A became the exclusive distributor of certain products for an initial
term of five years, which expires in 2001.

Note 8.   Major Suppliers

The Company currently purchases a significant portion of raw materials from two
suppliers. However, management believes that several other suppliers could
provide similar materials on comparable terms without significantly impacting
shipping or sales.

Note 9.   Leases

The Company leases its Connecticut and California warehouse and office
facilities under operating leases. The lease on the Connecticut facility expires
in February 2001 and the lease on the California facility expires in September
2001. The Company also leases certain equipment under noncancelable leases which
have been recorded as capital leases and included in the accompanying
consolidated balance sheets under the caption "Equipment and Improvements".

                                      F-20
<PAGE>

MEMRY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
June 30, 1999 and 1998
--------------------------------------------------------------------------------

Future minimum lease payments under capital leases and significant noncancelable
operating leases, with remaining terms of one year or more, are as follows at
June 30, 1999:

<TABLE>
<CAPTION>

                                                            Capital           Operating
                                                            Leases              Leases
                                                       -----------------------------------
     <S>                                               <C>               <C>
     2000                                              $       43,000    $        826,000
     2001                                                      18,000             789,000
     2002                                                      14,000             147,000
     2003                                                       8,000               4,000
                                                       -----------------------------------
                                                               83,000    $      1,766,000
                                                                        ==================
Less amount representing interest                               8,000
                                                       ---------------
Present value of future minimum lease payments                 75,000
Less current maturities                                        39,000
                                                       ===============
                                                       $       36,000
                                                       ===============
</TABLE>

Rent expense under operating leases for the years ended June 30, 1999 and 1998
approximated $770,000 and $416,000, respectively.

Note 10.   Income Taxes

Deferred income taxes reflect the net effects of temporary differences between
the carrying amounts of assets and liabilities for financial reporting purposes
and the amounts used for income tax purposes. For financial reporting purposes,
a valuation allowance of $11.6 million and $11.1 million has been recognized at
June 30, 1999 and 1998, respectively, to reflect the estimated amount of
operating loss carryforwards and temporary differences which may not be
realized, due to the absence of sustained profitability of the Company. The
approximate effect of carryforwards and temporary differences that give rise to
deferred tax assets and liabilities at June 30, 1999 and 1998, is as follows:

                                      F-21
<PAGE>

MEMRY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
June 30, 1999 and 1998
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                             1999                 1998
                                                                      -----------------------------------------
         <S>                                                          <C>                    <C>
         Deferred tax assets:
            Allowance for doubtful accounts                            $           47,000    $               -
            Inventory reserves                                                    242,000              298,000
            Capitalization of inventory costs                                     542,000                    -
            Reserve for losses on assets of discontinued
               operations                                                               -              233,000
            Severance accrual                                                     316,000                    -
            Vacation accruals                                                     112,000               49,000
            Research and development credit carryforwards                         126,000              160,000
            Other                                                                       -               36,000
            Net operating loss carryforwards                                   10,279,000           10,306,000
                                                                      -----------------------------------------
                    Total deferred tax assets                                  11,664,000           11,082,000
         Valuation allowance                                                  (11,664,000)         (11,082,000)
                                                                      =========================================
                    Net deferred tax assets                            $                -  $                 -
                                                                      =========================================
</TABLE>

The 1999 and 1998 provision for income taxes is comprised solely of currently
payable state taxes.

Income (loss) from continuing operations before income taxes consists of:

<TABLE>
<CAPTION>
                                                   1999               1998
                                          --------------------------------------
            <S>                           <C>                   <C>
            Domestic                      $       (444,000)     $     3,236,000
            Foreign                               (680,000)                   -
                                          --------------------------------------
                                          $     (1,124,000)     $     3,236,000
                                          ======================================
</TABLE>

A reconciliation of the anticipated income tax expense (computed by applying the
Federal statutory income tax rate of 34% to the income (loss) from continuing
operations before taxes) to the provision for income taxes as reported in the
consolidated statements of operations is as follows:

<TABLE>
<CAPTION>
                                                                  1999                           1998
                                                      ------------------------------------------------------------
     <S>                                              <C>                             <C>
     Provision (benefit) for income taxes at
        statutory Federal rate                         $       (382,000)     (34)%    $       1,100,000       34%
     Increase (decrease) resulting from:
        State corporation income tax, net of
           federal tax benefit                                    25,000        2%              143,000        5%
        (Decrease) increase in valuation
           allowance for deferred taxes                          582,000       52%          (1,083,000)     (34)%
                                                      ------------------------------------------------------------
                Provision for income taxes             $         225,000       20%    $         160,000        5%
                                                      ============================================================
</TABLE>

                                      F-22
<PAGE>

MEMRY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
June 30, 1999 and 1998
--------------------------------------------------------------------------------

At June 30, 1999, the Company has Federal and state net operating loss
carryforwards for income tax purposes, which expire as follows:

<TABLE>
<CAPTION>
                                     Federal                                  State
                          --------------------------------          -----------------------------
                              Year           Amount                    Year         Amount
                          --------------------------------          -----------------------------
                          <S>             <C>                       <C>         <C>
                              2002        $       787,000              2000     $      2,254,000
                              2003              1,841,000              2001            2,119,000
                              2004              1,859,000              2002            1,732,000
                              2005              2,841,000              2004              370,000
                                                                               ------------------
                              2006              4,669,000                       $      6,475,000
                                                                               ==================
                              2007              3,237,000
                              2008              1,956,000
                              2009              3,120,000
                              2010              2,497,000
                              2011              2,619,000
                              2019                893,000
                                       -------------------
                                       $       26,319,000
                                       ===================
</TABLE>

Also, the Company has foreign net operating loss carryforwards of $3,011,000,
which will not expire.

In addition, the Company has tax credit carryforwards available to offset future
taxable income aggregating approximately $126,000 which expire in various
amounts from 2000 through 2008.

Note 11.   Commitments and Contingencies

401(K) Plan
-----------

During the years ended June 30, 1999 and 1998, Company contributions to its
401(k) profit sharing and savings plan approximated $74,000 and $56,000,
respectively.

                                      F-23
<PAGE>

MEMRY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
June 30, 1999 and 1998
--------------------------------------------------------------------------------

Litigation
----------

There are various lawsuits and claims, arising in the ordinary course of
business, pending against the Company. In the opinion of management, the
ultimate resolution of these matters will not have a material adverse effect on
the results of operations or the financial position of the Company.

Note 12.   Discontinued Operations

In April 1997, the Company decided to discontinue the operations of Wright,  and
on June 5, 1997, the Company ceased the operations of Wright.  At June 30, 1998,
the Company had sold substantially all of the machinery, equipment and inventory
of Wright.  As of June 30, 1999,  the Company had sold the  remaining  assets of
Wright  and did not  recognize  any  significant  gains  or  losses  from  those
transactions.

At June 30,  1998,  the  assets  and  liabilities  of  Wright  consisted  of the
following:

<TABLE>
<CAPTION>
                                                                                          1998
                                                                                    -----------------
               <S>                                                                  <C>
               Assets
                  Property and equipment                                             $       879,000
                  Less adjustment for write-down to estimated
                     realizable value                                                      (579,000)
                                                                                    -----------------
                                                                                             300,000
               Liabilities
                  Estimated losses from disposal of segment                                   90,000
                                                                                    -----------------
                  Net assets of Wright                                               $       210,000
                                                                                    =================
</TABLE>

In conjunction with the sale of Wright inventory, the Company received a note
receivable of $325,000 and a warrant to purchase up to 15% of the buyer's fully-
diluted equity for $315,000. The warrant is currently exercisable and expires on
June 30, 2003. During the year ended June 30, 1999, the Company provided a
reserve for the note receivable balance.

                                      F-24
<PAGE>

MEMRY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
June 30, 1999 and 1998
--------------------------------------------------------------------------------

Note 13.   Operating Segments

The Company is engaged principally in one line of business, the development,
manufacturing and marketing of products utilizing the properties exhibited by
shape memory alloys, which represents more than 95% of consolidated revenues.
The following table presents information about the Company by geographic area.
There were no material amounts of sales or transfers among geographic areas and
no material amounts of United States export sales. For the year ended June 30,
1998, there were no European operations, and therefore, the table does not
include any information by geographic areas for fiscal 1998.

<TABLE>
<CAPTION>
                      1999               United States        Europe         Consolidated
                      ----             ------------------------------------------------------
               <S>                     <C>                <C>            <C>
               Total revenues          $    17,912,000    $   974,000    $     18,886,000
               Operating loss                 (366,000)      (731,000)         (1,097,000)
               Identifiable assets          12,375,000      6,449,000          18,824,000
</TABLE>

See Note 7 for sales to major customers.

Note 14.   Severance

During the fourth quarter of the year ended June 30, 1999, the Company
terminated six employees and thereafter entered into various severance
agreements with such employees. These employees held management positions while
employed at the Company. For the year ended June 30, 1999, $784,000 was charged
to operations and is included in accrued expenses in the accompanying
consolidated financial statements relating to these benefits.

                                      F-25
<PAGE>

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

None.

                                  PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

The information required by this Item is incorporated herein by reference to the
sections entitled "Proposal No. 1-Election of Directors," "-Executive Officers
of the Company" and "-Section 16(a) Beneficial Ownership Reporting Compliance"
of the Company's Definitive Proxy Statement to be filed with the Commission
within 120 days after June 30, 1999.

ITEM 10.  EXECUTIVE COMPENSATION

The information required by this Item is incorporated herein by reference to the
sections entitled "Proposal No. 1 -- Election of Directors  -Compensation of
Directors" and "-Executive Compensation" of the Company's Definitive Proxy
Statement to be filed with the Commission within 120 days after June 30, 1999.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by this Item is incorporated herein by reference to the
section entitled "Security Ownership of Certain Beneficial Owners and
Management" of the Company's Definitive Proxy Statement to be filed with the
Commission within 120 days after June 30, 1999.

ITEM 12.  CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS

The information required by this Item is incorporated herein by reference to the
section entitled "Proposal No. 1 -- Election of Directors-Certain Relationships
and Transactions" of the Company's Definitive Proxy Statement to be filed with
the Commission within 120 days after June 30, 1999.

                                       18
<PAGE>

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
=====================================================================================================
Exhibit
Number                                   Description of Exhibit
-------                       -------------------------------------------
-----------------------------------------------------------------------------------------------------
<S>          <C>                                                                                 <C>
3.1          Certificate of Incorporation of the Company, as amended                              (9)
-----------------------------------------------------------------------------------------------------

3.2          By-Laws of the Company, as amended                                                   (7)
-----------------------------------------------------------------------------------------------------

3.3          Amendment Number 1 to By-Laws of the Company, as amended                            (11)
-----------------------------------------------------------------------------------------------------

10.1         Lease Agreement, dated January 24, 1991 between the Company and Brookfield           (1)
             Commerce relating to 57 Commerce Drive, Brookfield, CT
------------------------------------------------------------------------------------------------------

10.2         Employment Agreement, dated September 24, 1993, between the Company and James        (2)
             G. Binch
------------------------------------------------------------------------------------------------------

10.3         Employee Non-Disclosure agreement, dated as of October 18, 1994, between the         (3)
             Company and James G. Binch
------------------------------------------------------------------------------------------------------

10.4         Convertible Subordinated Debenture Purchase Agreement, dated as of December          (7)
             22, 1994, between the Company and CII
-------------------------------------------------------------------------------------------------------

10.5         First Amendment to Convertible Subordinated Debenture Purchase Agreement,            (4)
             dated October 11, 1995, between the Company and CII
-------------------------------------------------------------------------------------------------------

10.6         First Addendum to Convertible Subordinated Debenture, dated October 11, 1995,        (4)
             made by the Company and agreed to by CII
-------------------------------------------------------------------------------------------------------

10.7         First Addendum to Stock Subscription Warrant (re: Warrant No. 94-4), dated           (4)
             October 11, 1995, made by the Company and agreed to by CII
-------------------------------------------------------------------------------------------------------

10.8         First Addendum to Stock Subscription Warrant (re: Warrant No. 94-5), dated           (4)
             October 11, 1995, made by the Company and agreed to by CII
------------------------------------------------------------------------------------------------------

10.9         Employment Agreement, dated as of November 7, 1995, between the Company and          (5)
             William H. Morton, Jr.
-------------------------------------------------------------------------------------------------------

10.10        Second Amendment to Convertible Subordinated Debenture Purchase Agreement,           (7)
             dated as of June 28, 1996, between the Company and CII
-------------------------------------------------------------------------------------------------------

10.11        Amended and Restated Class I Warrant Certificate (Warrant Certificate No.            (7)
             94-4A) issued by the Company to CII
-------------------------------------------------------------------------------------------------------

10.12        Amended and Restated Class II Warrant Certificate (Warrant Certificate No.           (7)
             94-5A) issued by
</TABLE>

                                       19
<PAGE>

<TABLE>
<CAPTION>
=======================================================================================================
Exhibit
Number                                   Description of Exhibit
-------                            -----------------------------------
-------------------------------------------------------------------------------------------------------
  <S>        <C>                                                                                 <C>
             the Company to CII
-------------------------------------------------------------------------------------------------------

10.13        Sublease, dated as of June 28, 1996, between the Company and Raychem                 (6)
             Corporation
-------------------------------------------------------------------------------------------------------

10.14        Amendment to Lease Agreement between the Company and Brookfield Commerce             (7)
             relating to 57 Commerce Drive, Brookfield, CT.
-------------------------------------------------------------------------------------------------------

10.15        Warrant Cert. No. 96-5, dated as of July 15, 1996, issued to Dawn M. Morton          (7)
-------------------------------------------------------------------------------------------------------

10.16        Letter Agreement, dated June 26, 1996, between the Company and James Proft           (7)
-------------------------------------------------------------------------------------------------------

10.17        Employee Agreement on Inventions and Patents, between the Company and James          (7)
             G. Binch
------------------------------------------------------------------------------------------------------

10.18        Memry Corporation Stock Option Plan, as amended                                      (8)
------------------------------------------------------------------------------------------------------

10.19        Form of Nontransferable Incentive Stock Option Agreement under the 1994 Plan         (8)
------------------------------------------------------------------------------------------------------

10.20        Form of Nontransferable Non-Qualified Stock Option Agreement under the 1994          (8)
             Plan
------------------------------------------------------------------------------------------------------

10.21        Amended and Restated Time-Lock Supply Agreement, dated as of February 19,            (9)
             1997, and effective as of December 20, 1996, between the Company and Raychem
             Corporation
------------------------------------------------------------------------------------------------------

10.22        Amended and Restated Private Label/Distribution Agreement, dated as of               (9)
             February 19, 1997, and effective as of December 20, 1996, between the Company
             and Raychem Corporation*
------------------------------------------------------------------------------------------------------

10.23        Memry Corporation's 1997 Long Term Incentive Plan, as amended                       (10)
------------------------------------------------------------------------------------------------------

10.24        Form of Nontransferable Incentive Stock Option Agreement under the 1997 Plan        (10)
------------------------------------------------------------------------------------------------------

10.25        Employment Agreement, dated as of the 29th day of October, 1997, between            (10)
             Thomas D. Carey and the Company
------------------------------------------------------------------------------------------------------

10.26        Letter Agreement, dated December 23, 1997, between James G. Binch and the           (10)
             Company relating to the exchange of a promissory note for the Company's
             Common Stock
------------------------------------------------------------------------------------------------------

10.27        Commercial Revolving Loan, Term Loan, Line of Credit and Security Agreement,        (11)
             dated June 30, 1998, between the Company and Webster Bank
------------------------------------------------------------------------------------------------------

10.28        Revolving Loan Note, dated June 30, 1998, by the Company in favor of Webster        (11)
             Bank in principal amount of $3,000,000
------------------------------------------------------------------------------------------------------

10.29        Term Loan Note, dated June 30, 1998, by the Company in favor of Webster Bank        (11)
             in principal amount of $500,000
-----------------------------------------------------------------------------------------------------

10.30        Equipment Loan Note, dated June 30, 1998, by the Company in favor of Webster        (11)
             Bank in principal amount of $750,000
-----------------------------------------------------------------------------------------------------

10.31        Amendment of Sublease, dated March 26, 1998, between Raychem Corporation and        (11)
             Memry Corporation
</TABLE>

                                       20
<PAGE>

<TABLE>
<CAPTION>
====================================================================================================
Exhibit
Number                                   Description of Exhibit
-------                        -----------------------------------------
----------------------------------------------------------------------------------------------------
<S>          <C>                                                                                <C>
10.32        Stock Purchase Agreement, dated October 30, 1998, by and among Memry               (12)
             Holdings, S.A. and the Shareholders of Advanced Metals and Technologies, N.V.
----------------------------------------------------------------------------------------------------

10.33        Separation Agreement, dated as of August 17, 1999, between Memry Corporation and   (13)
             William H. Morton
----------------------------------------------------------------------------------------------------

10.34        Letter Agreement, dated February 2, 1999, from Memry Corporation to James L.       (13)
             Proft
----------------------------------------------------------------------------------------------------

10.35        Letter Agreement, dated July 12, 1999, from Memry Corporation to Tom Carey         (13)
----------------------------------------------------------------------------------------------------

10.36        Letter Agreement, dated March 18, 1999, from Memry Corporation to Robert J.        (13)
             Thatcher
----------------------------------------------------------------------------------------------------

10.37        Letter Agreement, dated July 19, 1999, between Memry Corporation and Robert P.     (13)
             Belcher
----------------------------------------------------------------------------------------------------

10.38        Letter Agreement, dated July 20, 1999, between Memry Corporation and Joe           (13)
             Pasqualucci
----------------------------------------------------------------------------------------------------

21.2         Information regarding Subsidiaries                                                 (13)
----------------------------------------------------------------------------------------------------

27           Financial Data Schedule                                                            (13)
====================================================================================================
</TABLE>

____________________

(1)    Incorporated by reference to the Company's Annual Report on Form 10-K for
       the fiscal year ended June 30, 1991.

(2)    Incorporated by reference to the Company's Annual Report on Form 10-KSB
       for the fiscal year ended June 30, 1993.

(3)    Incorporated by reference to the Company's Annual Report on Form 10-KSB
       for the fiscal year ended June 30, 1994.

(4)    Incorporated by reference to the Company's Annual Report on Form 10-KSB
       for the fiscal year ended June 30, 1995.

(5)    Incorporated by reference to the Company's Annual Report on Form 10-QSB
       for the fiscal quarter ended September 30, 1995.

(6)    Incorporated by reference to the Company's Current Report on Form 8-K
       filed July 15, 1996.

(7)    Incorporated by reference to the Company's Annual Report on Form 10-KSB
       for the fiscal year ended June 30, 1996, as amended.

(8)    Incorporated by reference to the Company's Quarterly Report on Form 10-
       QSB for the fiscal quarter ended December 31, 1996.

(9)    Incorporated by reference to the Company's Annual Report on Form 10-KSB
       for the fiscal year ended June 30, 1997, as amended.

                                       21
<PAGE>

(10)   Incorporated by reference to the Company's Quarterly Report on Form 10-
       QSB for the fiscal quarter ended December 31, 1997.


(11)   Incorporated by reference to the Company's Annual Report on Form 10-KSB
       for the fiscal year ended June 30, 1998.

(12)   Incorporated by reference to the Company's Current Report on Form 8-K
       filed November 12, 1998.

(13)   Filed herewith.

* Subject to a confidential treatment request.

___________________________
(b)   Reports on Form 8-K

   None.

                                       22
<PAGE>

                                  SIGNATURES

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

                                             MEMRY CORPORATION

Date: September 27, 1999                     By: /s/ James G. Binch
                                             -------------------------------
                                             James G. Binch
                                             CEO and Chairman of the Board
                                             (Principal Executive Officer)

                                             By: /s/ Robert P. Belcher
                                                ----------------------------
                                             Robert P. Belcher
                                             (Principal Accounting Officer)

 ursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant in
the capacities and on the dates indicated.

Signature                     Tile                Date
---------                     -----               ----

/s/ James G. Binch            Director            September 27, 1999
---------------------------
James G. Binch

/s/ Patrick Cleary            Director            September 27, 1999
---------------------------
Patrick Cleary

/s/ Kempton J. Coady, III     Director            September 27, 1999
---------------------------
Kempton J. Coady, III

/s/ Jack Halperin             Director            September 27, 1999
---------------------------
Jack Halperin

/s/ W. Andrew Krusen, Jr.     Director            September 27, 1999
---------------------------
W. Andrew Krusen, Jr.

/s/ John A. Morgan            Director            September 27, 1999
---------------------------
John A. Morgan

/s/ Robert J. Thatcher        Director            September 27, 1999
---------------------------
Robert J. Thatcher
<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
=====================================================================================================
Exhibit
Number                                   Description of Exhibit
-------                       -------------------------------------------
-----------------------------------------------------------------------------------------------------
<S>          <C>                                                                                 <C>
3.1          Certificate of Incorporation of the Company, as amended                              (9)
-----------------------------------------------------------------------------------------------------

3.2          By-Laws of the Company, as amended                                                   (7)
-----------------------------------------------------------------------------------------------------

3.3          Amendment Number 1 to By-Laws of the Company, as amended                            (11)
-----------------------------------------------------------------------------------------------------

10.1         Lease Agreement, dated January 24, 1991 between the Company and Brookfield           (1)
             Commerce relating to 57 Commerce Drive, Brookfield, CT
------------------------------------------------------------------------------------------------------

10.2         Employment Agreement, dated September 24, 1993, between the Company and James        (2)
             G. Binch
------------------------------------------------------------------------------------------------------

10.3         Employee Non-Disclosure agreement, dated as of October 18, 1994, between the         (3)
             Company and James G. Binch
------------------------------------------------------------------------------------------------------

10.4         Convertible Subordinated Debenture Purchase Agreement, dated as of December          (7)
             22, 1994, between the Company and CII
-------------------------------------------------------------------------------------------------------

10.5         First Amendment to Convertible Subordinated Debenture Purchase Agreement,            (4)
             dated October 11, 1995, between the Company and CII
-------------------------------------------------------------------------------------------------------

10.6         First Addendum to Convertible Subordinated Debenture, dated October 11, 1995,        (4)
             made by the Company and agreed to by CII
-------------------------------------------------------------------------------------------------------

10.7         First Addendum to Stock Subscription Warrant (re: Warrant No. 94-4), dated           (4)
             October 11, 1995, made by the Company and agreed to by CII
-------------------------------------------------------------------------------------------------------

10.8         First Addendum to Stock Subscription Warrant (re: Warrant No. 94-5), dated           (4)
             October 11, 1995, made by the Company and agreed to by CII
------------------------------------------------------------------------------------------------------

10.9         Employment Agreement, dated as of November 7, 1995, between the Company and          (5)
             William H. Morton, Jr.
-------------------------------------------------------------------------------------------------------

10.10        Second Amendment to Convertible Subordinated Debenture Purchase Agreement,           (7)
             dated as of June 28, 1996, between the Company and CII
-------------------------------------------------------------------------------------------------------

10.11        Amended and Restated Class I Warrant Certificate (Warrant Certificate No.            (7)
             94-4A) issued by the Company to CII
-------------------------------------------------------------------------------------------------------

10.12        Amended and Restated Class II Warrant Certificate (Warrant Certificate No.           (7)
             94-5A) issued by the Company to CII
</TABLE>

<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
=======================================================================================================
Exhibit
Number                                   Description of Exhibit
-------                            -----------------------------------
-------------------------------------------------------------------------------------------------------
<S>          <C>
10.13        Sublease, dated as of June 28, 1996, between the Company and Raychem                 (6)
             Corporation
-------------------------------------------------------------------------------------------------------

10.14        Amendment to Lease Agreement between the Company and Brookfield Commerce             (7)
             relating to 57 Commerce Drive, Brookfield, CT.
-------------------------------------------------------------------------------------------------------

10.15        Warrant Cert. No. 96-5, dated as of July 15, 1996, issued to Dawn M. Morton          (7)
-------------------------------------------------------------------------------------------------------

10.16        Letter Agreement, dated June 26, 1996, between the Company and James Proft           (7)
-------------------------------------------------------------------------------------------------------

10.17        Employee Agreement on Inventions and Patents, between the Company and James          (7)
             G. Binch
------------------------------------------------------------------------------------------------------

10.18        Memry Corporation Stock Option Plan, as amended                                      (8)
------------------------------------------------------------------------------------------------------

10.19        Form of Nontransferable Incentive Stock Option Agreement under the 1994 Plan         (8)
------------------------------------------------------------------------------------------------------

10.20        Form of Nontransferable Non-Qualified Stock Option Agreement under the 1994          (8)
             Plan
------------------------------------------------------------------------------------------------------

10.21        Amended and Restated Time-Lock Supply Agreement, dated as of February 19,            (9)
             1997, and effective as of December 20, 1996, between the Company and Raychem
             Corporation
------------------------------------------------------------------------------------------------------

10.22        Amended and Restated Private Label/Distribution Agreement, dated as of               (9)
             February 19, 1997, and effective as of December 20, 1996, between the Company
             and Raychem Corporation*
------------------------------------------------------------------------------------------------------

10.23        Memry Corporation's 1997 Long Term Incentive Plan, as amended                       (10)
------------------------------------------------------------------------------------------------------

10.24        Form of Nontransferable Incentive Stock Option Agreement under the 1997 Plan        (10)
------------------------------------------------------------------------------------------------------

10.25        Employment Agreement, dated as of the 29th day of October, 1997, between            (10)
             Thomas D. Carey and the Company
------------------------------------------------------------------------------------------------------

10.26        Letter Agreement, dated December 23, 1997, between James G. Binch and the           (10)
             Company relating to the exchange of a promissory note for the Company's
             Common Stock
------------------------------------------------------------------------------------------------------

10.27        Commercial Revolving Loan, Term Loan, Line of Credit and Security Agreement,        (11)
             dated June 30, 1998, between the Company and Webster Bank
------------------------------------------------------------------------------------------------------

10.28        Revolving Loan Note, dated June 30, 1998, by the Company in favor of Webster        (11)
             Bank in principal amount of $3,000,000
------------------------------------------------------------------------------------------------------

10.29        Term Loan Note, dated June 30, 1998, by the Company in favor of Webster Bank        (11)
             in principal amount of $500,000
-----------------------------------------------------------------------------------------------------

10.30        Equipment Loan Note, dated June 30, 1998, by the Company in favor of Webster        (11)
             Bank in principal amount of $750,000
-----------------------------------------------------------------------------------------------------

10.31        Amendment of Sublease, dated March 26, 1998, between Raychem Corporation and        (11)
             Memry Corporation
</TABLE>

<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
====================================================================================================
Exhibit
Number                                   Description of Exhibit
-------                        -----------------------------------------
----------------------------------------------------------------------------------------------------
<S>          <C>                                                                                <C>
10.32        Stock Purchase Agreement, dated October 30, 1998, by and among Memry               (12)
             Holdings, S.A. and the Shareholders of Advanced Metals and Technologies, N.V.
----------------------------------------------------------------------------------------------------

10.33        Separation Agreement, dated as of August 17, 1999, between Memry Corporation and   (13)
             William H. Morton
----------------------------------------------------------------------------------------------------

10.34        Letter Agreement, dated February 2, 1999, from Memry Corporation to James L.       (13)
             Proft
----------------------------------------------------------------------------------------------------

10.35        Letter Agreement, dated July 12, 1999, from Memry Corporation to Tom Carey         (13)
----------------------------------------------------------------------------------------------------

10.36        Letter Agreement, dated March 18, 1999, from Memry Corporation to Robert J.        (13)
             Thatcher
----------------------------------------------------------------------------------------------------

10.37        Letter Agreement, dated July 19, 1999, between Memry Corporation and Robert P.     (13)
             Belcher
----------------------------------------------------------------------------------------------------

10.38        Letter Agreement, dated July 20, 1999, between Memry Corporation and Joe           (13)
             Pasqualucci
----------------------------------------------------------------------------------------------------

21.2         Information regarding Subsidiaries                                                 (13)
----------------------------------------------------------------------------------------------------

27           Financial Data Schedule                                                            (13)
====================================================================================================
</TABLE>

____________________

(1)    Incorporated by reference to the Company's Annual Report on Form 10-K for
       the fiscal year ended June 30, 1991.

(2)    Incorporated by reference to the Company's Annual Report on Form 10-KSB
       for the fiscal year ended June 30, 1993.

(3)    Incorporated by reference to the Company's Annual Report on Form 10-KSB
       for the fiscal year ended June 30, 1994.

(4)    Incorporated by reference to the Company's Annual Report on Form 10-KSB
       for the fiscal year ended June 30, 1995.

(5)    Incorporated by reference to the Company's Annual Report on Form 10-QSB
       for the fiscal quarter ended September 30, 1995.

(6)    Incorporated by reference to the Company's Current Report on Form 8-K
       filed July 15, 1996.

(7)    Incorporated by reference to the Company's Annual Report on Form 10-KSB
       for the fiscal year ended June 30, 1996, as amended.

(8)    Incorporated by reference to the Company's Quarterly Report on Form 10-
       QSB for the fiscal quarter ended December 31, 1996.

(9)    Incorporated by reference to the Company's Annual Report on Form 10-KSB
       for the fiscal year ended June 30, 1997, as amended.

(10)   Incorporated by reference to the Company's Quarterly Report on Form 10-
       QSB for the fiscal quarter ended December 31, 1997.


(11)   Incorporated by reference to the Company's Annual Report on Form 10-KSB
       for the fiscal year ended June 30, 1998.

(12)   Incorporated by reference to the Company's Current Report on Form 8-K
       filed November 12, 1998.

(13)   Filed herewith.

* Subject to a confidential treatment request.