**SECURITIES AND EXCHANGE COMMISSION**

WASHINGTON,DC  20549

 

**FORM 10-K**

 

**(Mark One**)

| **ý** |   | **ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES** |
|------------|--------|----------------------------------------------------------------------|
|       |   | **EXCHANGE ACT OF  1934**                                            |

 

**For thefiscal year ended December 31, 2001**

** **

**OR**

 

| **o** |   | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT OF 1934** |
|-------|--------|-----------------------------------------------------------------------------------------------|

 

**For the transition period from              to                             **

** **

**Commission file number 1-4184**

** **

 

**MATEC Corporation**

(Exact name of registrantas specified in its charter)

** **

| **Maryland**                                                               |   | **06-0737363**                                  |
|----------------------------------------------------------------------------|--------|-------------------------------------------------|
| (State or other  jurisdiction of                                           |   |  (I.R.S. Employer                          |
| incorporation or  organization)                                            |   | Identification number)                          |
|                                                                       |   |                                            |
| **75  South St., Hopkinton, Massachusetts**                                |   | **01748**                                       |
| (Address of principal  executive office)                                   |   | (Zip Code)                                      |
|                                                                       |   |                                            |
| Registrant’s telephone number, including area code:**(508) 435-9039** |
|                                                                       |   |                                            |
| Securities registered pursuant to Section 12 (b) of  the Act:              |   |                                            |
|                                                                       |   |                                            |
| **Title  of each class:**                                                  |   | **Name  of each exchange on which registered:** |
| Common Stock $.05 par  value                                               |   | American Stock Exchange                         |

 

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

 

Indicate by check mark whether the Registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theRegistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days:

 

Yes  ý         No  o

 

 

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 405 of Regulation S-K (Sec.229.405 of this chapter) is not containedherein, an will not be contained, to the best of registrant’s knowledge, indefinitive proxy or information statements incorporated by reference in PartIII of this Form 10-K or any amendment to this Form 10-K.  ý

 

Aggregate market value of voting stock held by non-affiliates:$10,955,679 (computed by reference to the last sales price of such common stockon March 20, 2002 as reported in the American Stock Exchange consolidatedtrading index).

 

Number of shares of common stock outstanding at March 20, 2002:  4,152,515

 

Documents incorporated by reference:

  Annual Report to Stockholdersfor the year ended December 31, 2001:

    Parts I, II and IV

  Proxy Statement for the 2002annual meeting of stockholders: Part III

 

 

2

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PART I

 

# **Item 1.  Business**

 

**General**

 

    MATEC Corporation (“MATEC”or “Registrant”) is incorporated under the laws of Maryland. As used herein theterm “Company” refers to MATEC and its subsidiaries.

 

    The Company’s currentbusiness is conducted through its Valpey-Fisher Corporation (“Valpey”)subsidiary.

 

**Financial Information about IndustrySegments**

 

    The Company operates in one businesssegment. Information about export sales is set forth in Note 14 of the Notes toConsolidated Financial Statements in the 2001 Annual Report to Stockholders,which Note is incorporated by reference.

 

**Narrative Description of Business**

 

  Products

 

      Valpey is involved in thedesign, production, import, and sale of frequency control devices andultrasonic transducer devices.

 

    The frequency controldevices include quartz crystals and oscillators incorporating these crystalsand are used as integral components in electronic circuitry to assure precise timingand frequency reference. Except for more costly atomic standards, quartzcrystals and oscillators continue to be one of the most stable references foraccurately controlling electronic frequencies and time.

 

    Valpey provides awide-frequency range of frequency control devices including standard andcustom-designed product. Capabilities include:

-                         high-reliability, precision crystals andoscillators used in sophisticated industrial, military and aerospaceapplications.

-                         ultra-high frequency crystals used incrystal filters and oscillators for OEM telecommunications and microwaveapplications.

-                         high-volume, low cost crystals andoscillators for consumer and commercial applications.

 

    Valpey’s frequency controlproducts are used by the telecommunications, computer and computer peripheralequipment,

 

 

3

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scientific, instrumentation, industrial, and aerospace markets.  The majority of the Company’s revenue isgenerated by the telecommunications markets including the wireless, networkingand optical networking segments.  TheCompany’s frequency control products are used in telecommunicationsinfrastructure equipment such as bandwidth multipliers, networking switches androuters, cellular base stations, transceivers and multiplexers.

 

    The ultrasonic transducerdevices are sold to the NDT (nondestructive testing), industrial, research andmedical markets.  Applications includeflaw detection, precision thickness gauging, corrosion inspection, weld inspectionand various research applications.

 

  Raw Materials

 

    Quartz crystal bases,ceramic packages and ICs are the principal raw materials and are available froma number of domestic and foreign suppliers.

 

    Valpey importssub-assemblies and completed products from various Far East (including China,Japan, South Korea, Philippines, and Taiwan) suppliers for use in itsdomestically manufactured product and for resale to its customers.

 

    In order to eliminate theeffects of currency fluctuations, Valpey currently purchases the product fromits foreign suppliers in U.S. dollars. As exchange rates fluctuate, Valpey’scost for these materials may become more expensive than its competitors thathave taken measures to protect against exchange rate fluctuations.  In addition, Valpey is subject to theinherent risks involved in international trade such as political instabilityand restrictive trade policies.

 

 

  Marketing and Customers

 

    Valpey’s direct salespersonnel, independent manufacturers’ representatives and distributors sell thefrequency control products. Valpey’s ultrasonic transducer devices are soldprimarily by its direct sales personnel.

 

    Valpey sells its frequencycontrol products primarily to original equipment manufacturers (OEMs), electronicmanufacturing services (EMS) companies, and distributors.  Valpey’s distributors also sell to both theOEMs and EMS companies. Ultrasonic transducer devices are sold primarily toOEMs, colleges and universities and research facilities.

 

    In recent years, OEMs haveoutsourced a significant amount of their manufacturing capability to EMScompanies.  As a result, this has tendedto increase the concentration of sales to the EMS companies.  Sales to Solectron Corporation, an EMScompany, accounted for approximately 15% and 21% of Valpey’s net sales in 2001and 2000, respectively.  During 2000,sales to Flextronics International, an EMS company, accounted for

 

 

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approximately 13% of Valpey’s net sales.  No customer accounted for more than 10% of Valpey’s net sales in1999.  Sales to Valpey’s five largestcustomers accounted for approximately 45% of its sales in 2001, compared to 50%in 2000 and 27% in 1999.  Sales to EMScompanies accounted for approximately 38% of Valpey’s sales in 2001, comparedto 47% in 2000, and 22% in 1999.

 

    Export sales amounted toapproximately 23% of Valpey’s sales in 2001, 23% in 2000 and 20% in 1999.  Sales to customers located in Canadaaccounted for approximately 48%, 49% and 48% of total export sales in 2001,2000, and 1999, respectively.  Valpey’sinternational sales are transacted in U. S. dollars.

 

 

  Backlog

 

    Valpey’s backlog of firmorders was $1,364,000 at December 31, 2001 and $16,424,000 at December 31,2000. The decrease in backlog is primarily due to the drop in demand for theCompany’s products from the telecom equipment market.  Valpey expects to ship the entire December 31, 2001 backlogduring 2002.

 

  Competition

 

    There are many domestic andforeign suppliers of quartz crystals and oscillators. A number of thecompetitors are larger and have greater resources than the Company. Inaddition, foreign competitors, particularly from the Far East, continue todominate the U.S. markets. However, Valpey believes it can maintain acompetitive position in its business based on its quality, strong design andapplication engineering, responsive customer service and a willingness toprovide specialty small quantity orders.

 

 

  Manufacturing

 

    Valpey’s manufacturingfacility is located in Hopkinton, Massachusetts. Valpey received its ISO-9001registration for the design and manufacture of crystals and crystal oscillatorsin 1997. During 2001, Valpey installed a semi-automatic production line inorder to increase its internal manufacturing capacity for frequency controlproducts and to improve on customer delivery demands.

 

    During 2001, Valpey beganthe manufacturing of certain raw material and finished product at its operationlocated in Omsk, Russia.

 

    Valpey imports completedproducts from various Far East (including China, Japan, South Korea,Philippines, and Taiwan) suppliers for resale to its customers.

 

 

5

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  Environmental Regulations

 

    To the knowledge of theCompany compliance with Federal, state and local provisions which have beenenacted or adopted regulating the discharge of materials into the environmentor otherwise relating to the protection of the environment, has not had, norwill have a material effect upon capital expenditures, earnings from continuingoperations or competitive position.

 

    As a result of the sale ofits Bergen Cable subsidiary in 1998, the Company is performing environmentalclean up at that site. See Note 4 of the Notes to Consolidated FinancialStatements in the 2001 Annual Report to Stockholders, which Note isincorporated by reference.

 

  Employees

 

    At December 31, 2001, theCompany employed 74 full-time and 2 part-time employees. No employees of theCompany are represented by a collective bargaining unit. The Company considersits relations with its employees to be satisfactory.

 

  **Foreign and Domestic Operations and Export Sales**

 

    During 2000, Valpeyestablished a division located in Omsk, Russia to mainly focus on new productdevelopment.  At December 31, 2001,Valpey had approximately $193,000 of assets located in Russia.

 

    Financial information aboutexport sales is set forth in Note 14 of the Notes to Consolidated FinancialStatements in the 2001 Annual Report to Stockholders, which Note isincorporated by reference.

 

 

## **Forward-Looking Statements**

 

    Items 1 and7 of this Form 10-K contain forward-looking statements that involve risks anduncertainties that could cause actual results to differ materially from thosein the forward-looking statements. Words such as “expects”, “believes”,“estimates”, “plans” or similar expressions are intended to identify suchforward-looking statements. The forward-looking statements are based on theCompany’s current views and assumptions and involve risks and uncertaintiesthat include, but not limited to: the ability todevelop, market and manufacture new innovative products competitively, thefluctuations in product demand of the telecommunications industry, the abilityof the Company and its suppliers to produce and deliver materials and productscompetitively, and the ability to limit the amount of the negative effect onoperating results caused by pricing pressure.

 

 

6

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### **Item 2. Properties**

 

    Valpey owns its 32,000square foot facility located in Hopkinton, Massachusetts that contains officeand manufacturing space and serves as the Company’s corporateheadquarters.  During 2001, Valpeycompleted the installation of a semi-automatic production line and variousimprovements to this facility.

 

    The Company believes itsfacility is suitable for its current use and is in good repair. The Companybelieves that its facility is adequate to satisfy its production capacity needsfor the immediate future.

 

 

### **Item 3. Legal Proceedings**

 

    Not applicable.

 

 

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

 

    No matters were submitted toa vote of the Registrant’s security holders during the last quarter of thefiscal year covered by this report.

 

 

7

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### **Executive Officers of the Registrant**

 

    The names, ages and officesof the executive officers of the Company are as follows:

 
| **Name**         |   | **Age** |   | **Office**                            |
|------------------|--------|---------|--------|---------------------------------------|
| Ted Valpey, Jr.  |   | 69      |   | President and Chief Executive Officer |
| Michael J. Kroll |   | 53      |   | Vice President and Treasurer          |

 

    The term of office for eachofficer of the Registrant is until the first meeting of the Board of Directorsfollowing the Annual Meeting of Stockholders and until a successor is chosenand qualified.

 

    Mr. Valpey has beenPresident and Chief Executive Officer of the Registrant since April 28, 1997.He has been Chairman of the Corporation since 1982.

 

    Mr. Kroll has been VicePresident and Treasurer of the Registrant since 1982.

 

 

8

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**PART II**

 

**Item5.  Market for the Registrant’s CommonEquity and Related Stockholder Matters**

 

 

    The information set forth onthe inside back cover of the 2001 Annual Report to Stockholders under thecaption “Common Stock Information” is incorporated by reference.

 

### **Item 6. Selected Financial Data**

 

    The information set forth onpage 4 of the 2001 Annual Report to Stockholders under the caption “Five YearFinancial Summary” is incorporated by reference.

 

**Item7.  Management’s Discussion and Analysisof Financial Condition and Results of Operations**

 

    The information set forth onpages 4 through 6 of the 2001 Annual Report to Stockholders under the caption“Management’s Discussion and Analysis” is incorporated by reference.

 

### **Item 7A. Quantitative and Qualitative Disclosures about Market Risk**

 

    The information set forth onpage 6 of the 2001 Annual Report to Stockholders under the section“Quantitative and Qualitative Disclosures about Market Risk” included under thecaption “Management’s Discussion and Analysis” is incorporated by reference.

 

### **Item 8. Financial Statements and Supplementary Data**

 

    The information contained inthe Consolidated Financial Statements, Notes to Consolidated FinancialStatements and the Independent Auditors’ Report appearing on pages 7 through 19of the 2001 Annual Report to Stockholders is incorporated by reference.

 

 

**Item 9.  Changes in and Disagreements with Accountants on Accounting andFinancial Disclosure**

 

    Not applicable

 

 

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**PART III**

 

    The information called forby Part III is hereby incorporated by reference from the information set forthand under the headings “Common Stock Ownership of Certain Beneficial Owners andManagement”, “Election of Directors”, and “Executive Compensation” inRegistrant’s definitive proxy statement for the 2002 Annual Meeting ofStockholders, which meeting involves the election of directors, such definitiveproxy statement to be filed with the Securities and Exchange Commissionpursuant to Regulation 14A within 120 days after the end of the fiscal yearcovered by this Annual Report on Form 10-K. In addition, information onRegistrant’s executive officers has been included in Part I above under thecaption “Executive Officers of the Registrant”.

 

 

**PART IV**

 

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

 
| (a)    | 1.  The  following Consolidated Financial Statements are incorporated by reference from  the indicated pages of the 2001 Annual Report to Stockholders: |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                         | Page Number(s) in  Annual Report |
|   | Consolidated Balance Sheets,                                                                                                                                 |   |
|   | December 31,  2001 and 2000                                                                                                                                  | 7 |
|   |                                                                                                                                                         |   |
|   | Consolidated Statements of Operations                                                                                                                        |   |
|   | for the Years  Ended December 31, 2001,                                                                                                                      |   |
|   | 2000 and 1999                                                                                                                                                | 8 |
|   |                                                                                                                                                         |   |
|   | Consolidated Statements of Cash Flows                                                                                                                        |   |
|   | for the Years  Ended December 31, 2001,                                                                                                                      |   |
|   | 2000 and 1999                                                                                                                                                | 9 |
|   |                                                                                                                                                         |   |
|   | Consolidated Statements of Stockholders’ Equity                                                                                                         |   |
|   | for the Years  Ended December 31, 2001,                                                                                                                      |   |
|   | 2000 and 1999                                                                                                                                                | 10 |
|   |                                                                                                                                                         |   |
|   | Consolidated Statements of Comprehensive Income                                                                                                              |   |
|   | (Loss) for the  Years Ended December 31, 2001,                                                                                                               |   |
|   | 2000 an 1999                                                                                                                                                 | 11 |
|   |                                                                                                                                                         |   |
|   | Notes to Consolidated Financial Statements                                                                                                                   | 12-18 |
|   |                                                                                                                                                         |   |
|   | Independent Auditors’ Report                                                                                                                            | 19 |

 

 

10

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| (a)                                    | 2.  The  following schedule to the Consolidated Financial Statements and the  Independent Auditors’ Report on Schedule are filed as part of this report. |
|----------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                   |                                                                                                                                                               | **Page Number** |
| Independent  Auditors’ Report     | 13                                                                                                                                                                 |
| Schedule  II — Valuation Reserves | 14                                                                                                                                                                 |

 

 

All other schedules are omitted because they are not applicable, notrequired or because the required information is included in the ConsolidatedFinancial Statements or notes thereto.

 

 
| (a)    | 3.  The exhibits filed in this report or  incorporated by reference, listed on the Exhibit Index on page 15, are as  follows: |
|--------|------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                               |

 
|   | **Exhibit No.** |   | **Description** |
|--------|-----------------|--------|-----------------|
|   | 2.              |   |            | Agreement of Merger and  Recapitalization |
|   | 3.1             |   |            | Articles of  Incorporation |
|   | 3.2             |   |            | By-Laws effective May  18, 2000 |
|   | 7.1             |   |            | Loan Agreement dated  February 27, 2001 |
|   | 7.2             |   |            | Commercial Term Promissory  Note |
|   | 7.3             |   |            | Demand Revolving Line  of Credit Promissory Note |
|   | 10.1            |   | *               | 1992 Stock Option Plan |
|   | 10.2            |   | *               | 1999 Stock Option Plan |
|   | 10.3            |   | *               | Management Incentive  Plan |
|   | 10.4            |   | *               | 2001 Stock Option Plan |
|   | 13.             |   |            | 2001 Annual Report to  Stockholders |
|   | 21.             |   |            | Subsidiaries of the  Registrant |
|   | 23.             |   |            | Independent Auditors’  Consent |

 

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*   Management contract or compensatory plan orarrangement required to be filed as an Exhibit pursuant to Item 14(c) of thisreport

 
| (b)    | Reports on Form 8-K                                                                                               |
|--------|-------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                              |
|   | The Registrant did not  file any reports on Form 8-K during the last quarter of its year ended  December 31, 2001 |

 

 

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SIGNATURES

 

     Pursuant to the requirements of Section13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly causedthis report to be signed on its behalf by the undersigned, thereunto dulyauthorized.

 
|                        | MATEC Corporation |
|-----------------------------|-------------------|
| Date:  March  22, 2002 | By:               | /s/ Ted Valpey, Jr. |
|                        |              | Ted Valpey, Jr. |
|                        |              | President and Chief |
|                        |              | Executive Officer |

 

     Pursuant to therequirements of the Securities Exchange Act of 1934, this report has beensigned below by the following persons on behalf of the Registrant and in thecapacities and on the dates indicated.

 
| **Signature**            |   | **Title**                      |   | **Date**       |
|--------------------------|--------|--------------------------------|--------|----------------|
| /s/ Ted Valpey, Jr.      |   | President, Chief Executive     |   | March 22, 2002 |
| Ted Valpey, Jr           |   | Officer, Chairman of the Board |   |           |
|                     |   | and Director                   |   |           |
|                     |   |                           |   |           |
| /s/ Michael J. Kroll     |   | Vice President and Treasurer   |   | March 22, 2002 |
| Michael J. Kroll         |   | (Principal Financial Officer   |   |           |
|                     |   | and Principal Accounting       |   |           |
|                     |   | Officer)                       |   |           |
|                     |   |                           |   |           |
| /s/ Richard W. Anderson  |   | Director                       |   | March 22, 2002 |
| Richard W. Anderson      |   |                           |   |           |
|                     |   |                           |   |           |
| /s/ Eli Fleisher         |   | Director                       |   | March 22, 2002 |
| Eli Fleisher             |   |                           |   |           |
|                     |   |                           |   |           |
| /s/ Lawrence Holsborg    |   | Directo                        |   | March 22, 2002 |
| Lawrence Holsborg        |   |                           |   |           |
|                     |   |                           |   |           |
| /s/ Michael P. Martinich |   | Director                       |   | March 22, 2002 |
| Michael P. Martinich     |   |                           |   |           |
|                     |   |                           |   |           |
| /s/ John J. McArdle III  |   | Director                       |   | March 22, 2002 |
| John J. McArdle III      |   |                           |   |           |
|                     |   |                           |   |           |
| /s/ Robert W. Muir, Jr.  |   | Director                       |   | March 22, 2002 |
| Robert W. Muir, Jr.      |   |                           |   |           |
|                     |   |                           |   |           |
| /s/ Joseph W. Tiberio    |   | Director                       |   | March 22, 2002 |
| Joseph W. Tiberio        |   |                           |   |           |

 

 

12

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INDEPENDENT AUDITORS’ REPORT

 

To the Board of Directors andStockholders of

MATEC Corporation

Hopkinton, Massachusetts

 

We have audited the consolidatedfinancial statements of MATEC Corporation and subsidiaries as of December 31,2001 and 2000, and for each of the three years in the period ended December 31,2001, and have issued our report thereon dated February 15, 2002; suchconsolidated financial statements and report are included in your 2001 AnnualReport to Stockholders and are incorporated herein by reference.  Our audits also included the financialstatement schedule of MATEC Corporation and subsidiaries, listed in Item14(a)2.  This financial statementschedule is the responsibility of the Company’s management.  Our responsibility is to express an opinionbased on our audits.  In our opinion,such financial statement schedule, when considered in relation to the basicfinancial statements taken as a whole, presents fairly in all material respectsthe information set forth therein.

 

 

DELOITTE & TOUCHE LLP

Boston, Massachusetts

February 15, 2002

 

 

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MATEC Corporationand Subsidiaries

 

Schedule II — Valuationand Qualifying Accounts

 
|                |   |           |      | **Additions**  |   |           |   |           |   |
|---------------------|--------|----------------|-----------|----------------|--------|----------------|--------|----------------|--------|
|                |   | **Balance at** |      | **Charged to** |   | **Charged to** |   |           |   | **Balance** |   |
|                |   | **Beginning**  |      | **Costs and**  |   | **Other**      |   |           |   | **at End** |   |
| **Description**     |   | **of Period**  |      | **Expenses**   |   | **Accounts**   |   | **Deductions** |   | **of Period** |   |
| Allowance  for      |   |           |      |           |   |           |   |           |   |   |   |
| Doubtful  Accounts: |   |           |      |           |   |           |   |           |   |   |   |
|                |   |           |      |           |   |           |   |           |   |   |   |
| Year  Ended:        |   |           |      |           |   |           |   |           |   |   |   |
| December  31, 2001  |   | $              | 175,000   |           | $      | 148,200        |   | $              | 88,100 |   | $ | (15,500 | ) | $ | 395,800 |   |
|                |   |           |      |           |   |           |   |           |   |   |   |
| December  31, 2000  |   | $              | 93,000    |           | $      | 30,700         |   | $              | 51,300 |   | $ | — |   | $ | 175,000 |   |
|                |   |           |      |           |   |           |   |           |   |   |   |
| December  31, 1999  |   | $              | 75,000    |           | $      | 28,800         |   | $              | — |   | $ | (10,800 | ) | $ | 93,000 |   |
|                |   |           |      |           |   |           |   |           |   |   |   |
|                |   |           |      |           |   |           |   |           |   |   |   |
| Inventory  Reserve: |   |           |      |           |   |           |   |           |   |   |   |
|                |   |           |      |           |   |           |   |           |   |   |   |
| Year  Ended:        |   |           |      |           |   |           |   |           |   |   |   |
| December  31, 2001  |   | $              | 1,673,000 |           | $      | 2,600,000      |   | $              | — |   | $ | (419,000 | ) | $ | 3,854,000 |   |
|                |   |           |      |           |   |           |   |           |   |   |   |
| December  31, 2000  |   | $              | 1,380,000 |           | $      | 935,000        |   | $              | — |   | $ | (642,000 | ) | $ | 1,673,000 |   |
|                |   |           |      |           |   |           |   |           |   |   |   |
| December  31, 1999  |   | $              | 1,212,000 |           | $      | 448,000        |   | $              | — |   | $ | (280,000 | ) | $ | 1,380,000 |   |

 

 

14

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EXHIBIT INDEX

 

**Exhibit No.******(inapplicable items are omitted)

 
|   2.  |   | Agreement of Merger and  Recapitalization between MATEC Corporation a Delaware corporation and MATEC  Corporation a Maryland corporation (incorporated by reference to Exhibit A to  the Proxy Statement of Registrant for its Special in Lieu of Annual Meeting  of Stockholders held on June 18,   1998). |
|-----------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|            |   |                                                                                                                                                                                                                                                                                                             |
|   3.1 |   | Articles of  Incorporation (incorporated by reference to Exhibit B to the Proxy Statement  of Registrant for its Special In Lieu of Annual Meeting of Stockholders held  on June 18, 1998).                                                                                                                      |
|            |   |                                                                                                                                                                                                                                                                                                             |
|   3.2 |   | By-Laws effective May  18, 2000 (incorporated by reference to Exhibit 3.4 on Registrant’s Form 10-K  for the year ended December 31, 2000.                                                                                                                                                                  |
|            |   |                                                                                                                                                                                                                                                                                                             |
|   7.1 |   | Loan Agreement dated February 27, 2001 between the  Registrant, Valpey Fisher Corporation and First Massachusetts Bank, N.A.  (incorporated by reference to Exhibit 7.1 on Registrant’s Form 10-Q for the  quarter ended April 1, 2001).                                                                    |
|            |   |                                                                                                                                                                                                                                                                                                             |
|   7.2 |   | Commercial Term  Promissory Note dated February 27, 2001 between the Registrant, Valpey Fisher  Corporation and First Massachusetts Bank, N.A. (incorporated by reference to  Exhibit 7.1 on Registrant’s Form 10-Q for the quarter ended April  1, 2001).                                                  |
|            |   |                                                                                                                                                                                                                                                                                                             |
|   7.3 |   | Demand Revolving Line  of Credit Promissory Note dated February 27, 2001 between the Registrant,  Valpey Fisher Corporation and First Massachusetts Bank, N.A. (incorporated by  reference to Exhibit 7.1 on Registrant’s Form 10-Q for the  quarter ended April 1, 2001).                                  |
|            |   |                                                                                                                                                                                                                                                                                                             |
| 10.1            |   | 1992 Stock Option Plan (incorporated by reference to  Exhibit 10.(a) on Registrant’s Form 10-K for the year ended December 31,  1997).                                                                                                                                                                      |
|            |   |                                                                                                                                                                                                                                                                                                             |
| 10.2            |   | 1999 Stock Option Plan (incorporated by reference to  Exhibit A to the Proxy Statement of Registrant for its Special In Lieu of  Annual Meeting of Stockholders held on May 13, 1999).                                                                                                                           |
|            |   |                                                                                                                                                                                                                                                                                                             |
| 10.3            |   | Management Incentive Plan (incorporated by reference  to Exhibit 10.3 on Registrant’s Form 10-Q for the quarterly period ended July  2, 2000).                                                                                                                                                              |
|            |   |                                                                                                                                                                                                                                                                                                             |
| 10.4            |   | 2001 Stock Option Plan (incorporated by reference to  Exhibit A to the Proxy Statement of Registrant for its Annual Meeting of  Stockholders held on May 10, 2001).                                                                                                                                              |
|            |   |                                                                                                                                                                                                                                                                                                             |
| 13.             |   | Portions of the 2001 Annual Report to Stockholders.  Filed herewith.                                                                                                                                                                                                                                             |
|            |   |                                                                                                                                                                                                                                                                                                             |
| 21.             |   | Subsidiaries of the Registrant. Filed herewith.                                                                                                                                                                                                                                                                  |
|            |   |                                                                                                                                                                                                                                                                                                             |
| 23.             |   | Independent Auditors’ Consent. Filed herewith.                                                                                                                                                                                                                                                              |
|            |   |                                                                                                                                                                                                                                                                                                             |

 

 

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