<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

                  FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO

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

(Mark One)

/X/      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Fiscal Year Ended December 31, 1995

                                       OR

/ /      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from         to        
                              ---------  --------

                         Commission file number 0-12488

                                  ISOMEDIX INC.

             (Exact name of registrant as specified in its charter)

          Delaware                                             22-1986189
-------------------------------                             ----------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

        11 Apollo Drive
        Whippany, New Jersey                                       07981
----------------------------------------                        ----------
(Address of principal executive offices)                        (Zip Code)


Registrant's telephone number, including area code (201) 887-4700

Securities registered pursuant to Section 12(b) of the Act:

                                                       Name of each exchange
         Title of each class                            on which registered
         -------------------                            -------------------

         Common Stock $.01 par value               New York Stock Exchange, Inc.

Securities registered pursuant to Section 12(g) of the Act:

                                      None
                                 --------------
                                 Title of class

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period as the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                Yes  X       No
                                    ---         ---

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

<PAGE>   2
                                                                               2

                  State the aggregate market value of the voting stock held by
non-affiliates of the registrant. The aggregate market value shall be computed
by reference to the price at which the stock was sold, or the average bid and
asked prices of such stock, as of a specified date within 60 days prior to the
date of filing.

                  Aggregate market value as of March 22, 1996........$99,696,035

                  Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable date.

                  Common Stock, $.01 par value, as of March 22, 1996...6,996,213

                       DOCUMENTS INCORPORATED BY REFERENCE

                  List hereunder the documents, all or portions of which are
incorporated by reference herein and the Part of the Form 10-K into which the
document is incorporated:

         Annual Report to Stockholders for the fiscal year ended December 31,
         1995 -- Part I, Part II and Part IV.

         Proxy Statement dated March 29, 1996 -- Part III
<PAGE>   3
                                                                               3

                                     PART I

ITEM 1.  BUSINESS.

General

                  Isomedix Inc. (together with its subsidiaries, where
appropriate, the "Company") has been engaged for more than 20 years in the
business of providing contract sterilization services to manufacturers of
pre-packaged products, such as healthcare and certain consumer products.

                  Although gamma radiation is becoming the preferred method of
sterilization of healthcare and certain consumer products, there is a continuing
demand for contract ethylene oxide sterilization of those products which cannot
tolerate exposure to gamma radiation. In recognition of a market opportunity for
technologically advanced ethylene oxide sterilization services, the Company
commenced the development of an ethylene oxide sterilization program in 1988 and
by February 1990 had two state-of-the-art ethylene oxide sterilization
facilities operational. In January 1993, another ethylene oxide facility
commenced operations at the Company's gamma radiation facility in Northborough,
Massachusetts. In December 1995, the Company purchased an existing ethylene
oxide sterilization facility in Temecula, California, from an unrelated party.
The addition of an ethylene oxide sterilization program has enabled the Company
to offer many customers a single source for most or all of their sterilization
requirements. The Company believes that its ethylene oxide technology offers
technical, environmental and worker safety advantages which are currently
unavailable at most existing ethylene oxide sterilization facilities in the
United States.

                  The Company operates a network of eleven contract
sterilization facilities in the United States and Canada, of which seven are
gamma irradiation facilities, three are combined gamma and ethylene oxide
facilities and one is an ethylene oxide facility. The Company is constructing an
advanced design sterilization facility in Libertyville, Illinois which is
expected to become operational in the latter part of 1996, and may construct
other contract sterilization facilities over the next several years.

                  Through its wholly-owned subsidiary, Skyland Scientific
Services, Inc., the Company also provides contract consulting, calibration and
validation services to assist manufacturers of healthcare products in complying
with Good Manufacturing Practices established by industry and government.
<PAGE>   4
                                                                               4

Industry Overview and Company Strategy

                  A broad range of healthcare and certain consumer products need
to be free of objectionable microbial levels which is referred to as "sterile"
or to have acceptable microbial levels when sold as nonsterile product, such as
cosmetics and spices. The two principal methods used to achieve sterility or
microbial reduction are irradiation sterilization utilizing gamma radiation from
cobalt-60 and ethylene oxide sterilization utilizing gaseous ethylene oxide.
Ethylene oxide sterilization was first used commercially in the United States in
the late 1940's and gamma radiation sterilization was first used commercially in
the United States in the mid-1960's.

                  Although precise figures are difficult to determine, the
Company believes that for healthcare products the contract sterilization market
is divided approximately equally between the two methods. With the addition of
ethylene oxide sterilization facilities and a continuing commitment to radiation
sterilization, the Company believes that it has significantly increased the size
of its potential market. In addition, the Company is now able to offer its
customers the flexibility to choose the sterilization method best suited for
their particular product requirements.

                  Gamma radiation, which is similar to x-ray radiation, is
generated by the spontaneous decay of radioisotopes. As a result, the
radioisotopes must be supplemented regularly and eventually replaced. Since
gamma radiation is electro-magnetic in nature, and is not itself radioactive,
substances exposed to gamma radiation cannot become radioactive. Cobalt-60 is
the radioisotope used for the commercial processing of medical devices and other
products.

                  Gamma radiation is inherently reliable, predictable and
non-toxic and the only variable which must be controlled during sterilization is
the time of exposure of the product to the energy source. As a result, the
product is deemed to be sterile immediately after it is processed upon
confirmation that a predetermined dose of gamma radiation has been delivered.
Further, gamma radiation is able to penetrate all forms of packaging material
(including sealed foil, glass and metal containers) and to sterilize the product
uniformly without leaving chemical residues or significantly raising product
temperature.
<PAGE>   5
                                                                               5

                  The Company believes, however, that ethylene oxide
sterilization will continue to be preferred for certain products that are not
well-suited for radiation sterilization. Examples of such products include:
materials that discolor when exposed to gamma radiation, such as certain cotton
products; products treated with special compounds, such as lubricated needles
and catheters; and products consisting of an array of components that are not
otherwise compatible with gamma radiation, such as certain pre-packaged custom
surgical procedure trays and kits. Custom procedure trays and kits often contain
the surgical instruments and medications required for a specific surgical
procedure which cannot be readily radiation sterilized. Most custom procedure
trays and kits are currently sterilized with ethylene oxide.

                  Developments in governmental regulation of ethylene oxide in
the 1980's forced changes in the technology of ethylene oxide processing, which
created an opportunity for the Company to capture a significant share of the
contract ethylene oxide sterilization market in the United States. Since 1988
the Company has pursued a program to develop contract ethylene oxide
sterilization technology, and hired personnel with substantial expertise in
ethylene oxide sterilization to implement this program.

                  First, ethylene oxide has been identified as a mutagenic
substance with possible carcinogenic properties, and its use has become subject
to more stringent regulation by the Occupational Safety and Health
Administration ("OSHA"), the Environmental Protection Agency and various state
agencies. These regulations included stricter limits on permissible worker
exposure levels to ethylene oxide and limits on permissible emissions of
ethylene oxide into the earth's atmosphere. The Environmental Protection Agency
published regulations controlling ethylene oxide emissions from industrial
sterilizers in February 1994 which became effective in November 1994.

                  Second, ethylene oxide had traditionally been utilized either
in its pure form or heavily diluted with Freon, a chlorofluorocarbon.
International concerns about the harmful effects of chlorofluorocarbons on the
ozone layer of the earth's atmosphere resulted in government mandated reductions
in the production of Freon and in political sentiment for a future ban on the
total production of chlorofluorocarbons. Replacement diluents are now available
in commercial quantities. However, their costs are substantially higher in price
than traditional Freon. In addition, Congress imposed a tax of $5.35 per pound
on chlorofluorocarbons effective January 1, 1995. In early
<PAGE>   6
                                                                               6

1992, Congress passed legislation to accelerate the elimination of
chlorofluorocarbons production, including Freon, from the previously agreed upon
year 2000 to 1995. After 1995, Freon will be available in the United States only
in exceptional cases. The alternative to the use of ethylene oxide-Freon mix is
to utilize ethylene oxide in its 100% pure form, which requires special handling
procedures and equipment. All Isomedix ethylene oxide facilities are equipped
with the advance technology 100% pure ethylene oxide processes.

                  Many device manufacturers which previously operated in-house
ethylene oxide facilities have found that it is uneconomical to undertake the
design costs and capital expenditures required to upgrade or replace their
existing facilities to meet current and impending regulations. Consequently,
many companies have and continue to convert to contract sterilization for their
sterilization requirements.

                  The Company believes that its innovative approach to ethylene
oxide sterilization, which does not utilize Freon, significantly reduces the
disadvantages associated with traditional ethylene oxide processing. The
Company's ethylene oxide facilities are highly automated, and are designed to
accelerate sterilization (as evidenced by its already proven ability to
significantly reduce product sterilization cycle times in a number of
instances), to minimize ethylene oxide residues in products, to minimize worker
exposure to ethylene oxide and virtually to eliminate ethylene oxide emissions
into the atmosphere. The Company's facilities use undiluted ethylene oxide (or,
for processing of vacuum sensitive products, an ethylene oxide/nitrogen gas
mixture) rather than the traditional ethylene oxide/Freon gas mixture. An
automated and computer controlled product handling system keeps worker exposure
to ethylene oxide well within existing and anticipated regulatory guidelines.
The Company's ethylene oxide facilities utilize turbulent air circulation, as
well as precise temperature controls and a catalytic oxidation system, to
minimize ethylene oxide residue levels in sterilized products. The ethylene
oxide exhaust gas from the sterilization process is converted to carbon dioxide
and water in a thermal oxidizing flare.

                  Further, a sophisticated infrared telemetry system and
associated computer technology enables the Company to monitor the temperature of
the ethylene oxide operation. The resulting data can be analyzed and used in
part in the determination of product release and the Company uses analytical
techniques similar to those used in its gamma radiation sterilization business
with the goal of achieving the elimination/reduction of biological testing
and/or
<PAGE>   7
                                                                               7

product quarantine after the completion of ethylene oxide processing. 

Other Services

                  The Company is currently pursuing the addition of electron
beam radiation technology as a third sterilization modality. While electron beam
radiation has been available to sterilize medical devices for years, its use has
been limited due to technical limitations. Recent advances in the design of
electron beam accelerators have significantly increased the potential
desirability of this technology as a sterilization method. In addition, electron
beam use for various industrial applications, such as material crosslinking, is
significant and continues to grow rapidly.

Gamma Radiation Sterilization Services

                  Sterilization services provided by the Company include the
processing of healthcare and consumer products which are either labelled as
"sterile" or which require reduced microbial contamination, the high-level
radiation testing of materials and equipment used in nuclear reactors, space
exploration applications and certain industrial applications of gamma radiation
to alter or improve the physical properties of plastics.

                  The kinds of healthcare products processed by the Company
range from syringes, needles, scalpels and surgeons' gloves and gowns to
intravenous solution tubing sets and orthopedic implants. Since sterilization is
the final critical stage of manufacture, the Company is required to be
registered with the Food and Drug Administration (the "FDA") as a manufacturer
of medical devices. See "Governmental Regulation" below.

                  The Company currently has approximately 1,100 customers,
including many of the largest manufacturers of single-use medical devices, most
of which utilize its gamma irradiation service. Although some of the largest of
such manufacturers own and operate their own irradiators, the production levels
of the majority of manufacturing companies do not economically justify ownership
of an in-house gamma radiation sterilizer. The Company has found that it can
select a geographic region, generally encompassing an approximate 300-mile
radius, within which many small or several large manufacturers are located or
have distribution centers and build one irradiation facility to service the
region. It is able to pass on to the customer the benefits associated with
economies of scale achieved in a high volume irradiation facility and in so
doing can compete
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economically with other sterilization methods. The Company expects that, at
times, when one of its larger customers reaches production levels which would
economically justify the conversion from contract radiation sterilization to
in-house radiation sterilization, the customer may do so. However, the Company
does provide sterilization services to certain large companies which operate
their own irradiators, when transportation costs from a distant production
location to the in-house irradiator are prohibitive, when the in-house
irradiator cannot satisfy production peaks, or when the products or packaging
involve unusual technical requirements.

                  A part of the Company's gamma radiation sterilization activity
is in the area of consumer products which historically either were sterilized
with ethylene oxide or were not sterilized at all. Bandages, cotton balls, empty
milk cartons, food packaging materials, baby bottle nipples, and water-filled
teething rings are examples of items which the Company currently processes for a
number of manufacturers. In addition, the Company sterilizes bulk items such as
talc and ground nutshells and finished products such as brushes and applicators
for the cosmetics industry.

                  The Company contracts with its customers to expose their
products to dosages of gamma radiation specified by the customer. The cost to
customers of the gamma radiation services provided by the Company varies
depending on such factors as the volume and density of the product to be
irradiated, and the radiation dosage and dosage uniformity required. The Company
assumes no responsibility for the effects of radiation on the product exposed or
the failure of such dosage to sterilize or otherwise have the effect desired by
the customer. The Company is not aware, however, that any customer has
experienced any claim with respect to the lack of sterility of any product
irradiated by the Company.

                  In the gamma radiation sterilization process, the material to
be sterilized is placed in containers and is conveyed through the irradiator
past the cobalt-60 source for exposure to a predetermined amount of radiation
energy. The total exposure time of the product to the source material depends on
the amount of cobalt-60 in use, the required dose and the density of the
material exposed. After exposure to gamma radiation, the product is conveyed
into a storage area from which it may, in most cases, be immediately released
for distribution to end users. When not in operation, the cobalt-60 source
material is immersed in a 25-foot deep pool of water which absorbs the energy
<PAGE>   9
                                                                               9

being emitted.  During use, six-foot thick concrete shielding protects workers 
from radiation.

                  Since its inception, the Company has purchased the majority of
its cobalt-60 from Nordion International Inc., successor to Atomic Energy of
Canada Limited, the world's principal source of cobalt-60. The Company believes
that Nordion has the capacity to produce several times the world's anticipated
requirements for cobalt-60 for the foreseeable future. In addition, the Company
has purchased smaller amounts of its cobalt-60 requirements from Neutron
Products Inc., a United States based supplier. More recently, another major
supplier of cobalt-60, Puridec Corporation, has started to supply cobalt-60 in
North America. The Company contracts with Nordion, Neutron Products and Puridec
for the purchase and installation of the cobalt-60 in the irradiators and the
eventual disposal of "spent" cobalt-60. Nordion also manufactures the irradiator
mechanisms used by the Company at all of its production facilities.

Ethylene Oxide Sterilization Services

                  The Company's ethylene oxide sterilization technology involves
three basic processing phases: preparation of the product in a conditioning room
to achieve optimal temperature and humidity; exposure of the product to ethylene
oxide in a sterilization chamber; and reduction of ethylene oxide residues in an
aeration cell to minimal levels in the products.

                  In the Company's facilities, a computer controlled conveyor
system automatically transfers the product directly from the conditioning room
into the sterilization chamber and then, upon completion of sterilization, the
conveyor system transfers the product into the aeration cell. This system
permits simplified cycle development, provides cycle flexibility, allows
statistical data collection, and provides multiple safety checks at each control
point. The Company's ethylene oxide facilities use a sophisticated infrared
telemetry system which provides real time monitoring of product temperature at
numerous checkpoints.

                  During the conditioning phase, the product is prepared for
sterilization by raising its temperature and humidity to optimal levels at which
microbes are more readily susceptible to the toxic properties of ethylene oxide.
A turbulent air circulation system ensures uniform temperature and humidity
distribution.
<PAGE>   10
                                                                              10

                  During the sterilization phase, the product is exposed to
controlled amounts of ethylene oxide under precise conditions of pressure,
temperature, humidity and dwell time. Each ethylene oxide facility is designed
to accommodate three or four sterilization chambers. Depending upon the
anticipated volume of product to be processed annually, one or two chambers may
be installed when a facility commences operations, with others added as the
volume of business increases. Each sterilization chamber employs a circulation
system to assure uniform temperature and humidity distribution, improved gas
penetration, reduced product temperature stabilization time and reduced
sterilization cycle time. A high efficiency oil-sealed evacuation system reduces
the time of the sterilization cycle by reducing the time necessary to remove
ethylene oxide from the sterilization chamber. Rate controls on pressure changes
during processing minimize packaging stress. The sterilization chamber and the
room in which it is located are specifically designed to minimize the risks
arising out of the potentially flammable and explosive nature of ethylene oxide
in its pure form.

                  During the aeration phase, ethylene oxide residues remaining
on the product after sterilization are reduced to minimal levels by subjecting
the product in the aeration cell to turbulent air circulation at elevated
temperatures in conjunction with a highly efficient catalytic oxidation system
which converts the ethylene oxide into carbon dioxide and water.

                  The Company anticipates that its ethylene oxide facilities
will be part of combined irradiation/ethylene oxide facilities although the
Company also establishes additional free-standing ethylene oxide and radiation
facilities depending on regional market conditions. The combined facilities are
designed to be cost effective in that the key management and sales personnel
required for either method of sterilization will manage the combined facilities.

                  Ethylene oxide and nitrogen gas are the two principal
materials which the Company utilizes in its ethylene oxide sterilization
facilities. Both are available through domestic sources.

Backlog

                  At December 31, 1995, the Company had a backlog for contract
sterilization services of approximately $51,617,000 as compared with $27,643,000
at the same time in
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the preceding year.  The Company expects approximately 38% of all of such 
backlog to be filled during 1996.

Marketing and Sales

                  The Company markets its contract sterilization services
primarily to manufacturers of single-use medical devices and consumer products.

                  The Company's marketing of its gamma radiation services
emphasizes technical assistance to customers in all aspects of sterilization and
participation by facility and corporate staff members on technical committees
responsible for the implementation of regulations pertaining to the
sterilization of medical products, as well as the more conventional activities
of customer contact and advertising. The Company's salespersons and senior
management draw upon their extensive backgrounds in radiation, ethylene oxide
processing, engineering, microbiology, packaging, material compatibility and
regulatory compliance to provide customers with a full range of services. See
"Competition" below.

                  The marketing of ethylene oxide services closely parallels the
marketing of gamma radiation services and frequently is directed to the same
customers. The Company markets its ethylene oxide capabilities to existing
ethylene oxide users, concentrating primarily on manufacturers currently
utilizing in-house facilities who are confronted with the high costs associated
with the increasingly complex regulatory and technological problems related to
ethylene oxide sterilization. Additionally, the Company's marketing efforts
focus on the Company's ability to offer its customers a single source for most
or all of their sterilization requirements and also stress the technological
advantages of the Company's ethylene oxide sterilization system over those
provided by its competitors.

Competition

                  In gamma radiation sterilization, the Company competes with
other gamma irradiation service companies, all of which are smaller than the
Company in terms of sales, number of gamma irradiation facilities and amount of
radioisotope utilized. The Company also competes with companies that provide
sterilization processes other than gamma radiation (including electron beam and
ethylene oxide processing). The primary competition comes from companies that
sterilize products in-house (with about a 50% combined market share), thereby
bringing the Company into competition with businesses having substantially
larger assets, sales and working capital.
<PAGE>   12
                                                                              12

                  Generally, the Company competes on the basis of expertise,
quality, customer service, price, geographic proximity to the customer's
manufacturing or distribution system and ability to provide additional services,
such as warehousing, as needed. In recent years, price competition has
intensified. However, the Company believes that its reputation as a leader in
quality and technology in gamma radiation sterilization services is frequently a
more important competitive factor than price in the case of products which
require strict quality control standards and high sterility assurance levels.

                  In ethylene oxide sterilization, the Company competes with
three established service companies, each of which operates multiple facilities
and one of which is substantially larger than the Company in the ethylene oxide
sterilization market. The Company also competes with numerous smaller service
companies. In addition, almost half of the total sterilization business is done
in-house and, therefore, represents the forecasted new business opportunity. As
in the gamma sterilization market, the Company competes in the ethylene oxide
sterilization market on the basis of expertise, quality, customer service, price
and geographic proximity to the customer's manufacturing or distribution system.
The Company believes that the facilities of some of its competitors will require
costly retrofits or complete replacement to enable them to comply with the
increasingly stringent regulations associated with ethylene oxide sterilization.
It should be noted that the Company's major competitors have built, and continue
to build, new facilities.

Foreign Operations

                  The Company's Canadian gamma irradiation facility commenced
operations in April 1982 providing the Company with an important market for its
services. There are no unusual or special risks associated with this operation
which are not characteristic of any United States business operating in Canada.
See Note 11 to Notes to Consolidated Financial Statements referred to in Part
IV, Item 14(a)(1) below.

Personnel

                  The Company employs approximately 336 persons in its
sterilization services business. The Company's employees are not covered by a
collective bargaining agreement with the exception of approximately 40 employees
at the Whippany, New Jersey and Northborough, Massachusetts
<PAGE>   13
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facilities.  The Company considers its relationship with its employees to be 
satisfactory.

Governmental Regulation

                  The construction and operation of gamma irradiation facilities
such as those operated by the Company are regulated by the United States Nuclear
Regulatory Commission, or in some cases by various state regulatory agencies and
authorities which have assumed the regulatory function from the Commission. In
addition, the Company is required to register its sterilization facilities with
the FDA as manufacturers of medical devices and drugs.

                  The construction and operation of ethylene oxide facilities by
the Company are regulated by various state environmental and pollution control
agencies, as well as by the FDA and OSHA. The use of ethylene oxide is subject
to a variety of existing and proposed regulations limiting levels of worker
exposure to ethylene oxide, ethylene oxide residues on sterilized products and
ethylene oxide emissions into the atmosphere. See "Industry Overview and Company
Strategy." The Company believes that its ethylene oxide technology and facility
design will permit it to comply with all such existing and proposed regulations.

                  The Company has received all licenses and permits necessary to
conduct its current sterilization business and believes that it will be able to
obtain any permits necessary for the future conduct of its sterilization
business.

                  The gamma radiation and ethylene oxide sterilization
activities of the Company produce virtually no harmful solid, liquid or gaseous
effluents or pollutants.

Food Preservation

                  A potential market for the Company continues to be the gamma
radiation preservation and disinfestation of food products. Approximately 30 to
40 countries have approved gamma radiation for limited commercial processing of
food and food ingredients. The need for further consumer education is an
important factor in gaining public acceptance of the process in the United
States and Canada. Increased public awareness of the existence of harmful
pathogenic organisms in raw red meat and poultry may assist in gaining public
acceptance of gamma radiation for the processing of food.
<PAGE>   14
                                                                              14

                  In 1990, the FDA announced clearance for the irradiation of
poultry to eliminate salmonella, campylobacter and listeria. In 1992, the United
States Department of Agriculture published the terms and conditions under which
poultry can be irradiated. This clearance was followed by successful market
tests of irradiated poultry during 1993. Subsequently, only limited commercial
sales of irradiated poultry have taken place. In addition, public apprehension
associated with irradiation of food products is diminishing due to more readily
available information on the subject of food irradiation, and as concern over
contaminated red meats, poultry and seafood in our food supply increases. In
July 1994, the Company prepared and submitted to the FDA a petition for
clearance to irradiate fresh packaged red meats in order to eliminate e-coli and
other harmful pathogens. The Company has received indications that this
clearance is expected to be obtained sometime during 1996.

                  Disinfestation of spices using gamma radiation was approved by
the FDA in 1986. This method of disinfestation is in limited use today, but may
prove to be the optimum method of microbial control as there is serious concern
that the current method of disinfestation of spices, which uses ethylene oxide,
leaves toxic residues on the spices.

                  The long-term course of regulatory policy and consumer
reaction cannot be predicted and, although regulatory approvals have been
forthcoming, there can be no assurance that the use of gamma radiation for the
processing of food will ultimately prove commercially feasible in the United
States or Canada.

ISO 9001 Registration

                  During 1995, the Company was approved for ISO 9001
registration by accredited Quality Registrar, KPMG Peat Marwick. ISO 9001
registration confirms that the quality systems used by Isomedix meet the
requirements as described by the American National Standards Institute and the
American Society of Quality Control. Of the ISO 9000 standards, the ISO 9001 is
the most comprehensive in scope. Demonstrated compliance to these requirements
is becoming a requirement for doing business in Europe, Japan, Australia and
Canada and is fast becoming a standard of performance for many suppliers doing
business in the United States.

Validation Services

                  The Company's subsidiary, Skyland Scientific Services, Inc.,
primarily provides validation services to
<PAGE>   15
                                                                              15

assist manufacturers of pharmaceutical and medical device products in complying
with FDA Good Manufacturing Practices and industry standards.

                  Skyland competes with other companies offering substantially
the same services, including several large architect-engineering firms. Such
firms may be employed by a customer to provide a variety of services, including
design and construction of facilities, in addition to validation services.
Skyland competes on the basis of its reputation, expertise, quality and speed of
service and price.

                  Skyland has approximately 40 employees. Skyland considers its
relationship with its employees to be satisfactory.

Segment Data

                  See Note 11 to Notes to Consolidated Financial Statements
referred to in Part IV, Item 14(a)1 below.

ITEM 2.  PROPERTIES.

                  The Company operates eleven sterilization facilities in nine
states and Canada. Ten of the eleven sterilization facilities have an aggregate
design capacity of 37,500,000 curies of cobalt-60. Three of the Company's
sterilization facilities are combined irradiation and ethylene oxide facilities
and presently have installed eleven ethylene oxide vessels which allow for the
processing of approximately fourteen million cubic feet of products annually. On
December 29, 1995, the Company purchased an ethylene oxide sterilization
facility located in Temecula, California. This facility allows for the annual
processing of an additional three million cubic feet of products in its four
ethylene oxide vessels.

                  The Company's gamma irradiation facilities are designed and
built to accommodate anticipated processing requirements for twenty or more
years. Generally, only that amount of cobalt-60 needed for anticipated or actual
initial processing requirements is actually installed. As requirements grow,
additional cobalt-60 can be added up to the facility's design capacity.
Additional cobalt-60 increases the amount of energy emitted thus reducing the
time the product needs to be exposed and thereby increasing the facility's
capacity to process product.
<PAGE>   16
                                                                              16

                  The Company's executive offices are located in a Company-owned
building at 11 Apollo Drive, Whippany, New Jersey.

                  Skyland's executive offices and other operations are currently
located in a leased building in Bozeman, Montana.

                  All of the properties of the Company are well maintained and
in good condition. The Company believes that these properties are adequate and
suitable for the present needs of the businesses presently conducted therein.

                  The Company has utilized Industrial Development Revenue Bond
("IDRB") financings to finance a substantial portion of the costs of
constructing and equipping (including the initial purchase of cobalt-60) some of
its sterilization facilities. The obligations of the Company under the terms of
the IDRB financings are collateralized by real and personal property (see Note 3
to Notes to Consolidated Financial Statements referred to in Part IV, Item
14(a)1 below). Internally generated funds and sales of common stock have served
as additional sources of funds.

ITEM 3.  LEGAL PROCEEDINGS.

                  Not Applicable.

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

                  Not applicable.

Executive Officers of the Registrant

<TABLE>
<CAPTION>
                                                                                                 Age at
Name                                              Position with the Company                December 31, 1995
---------------------------------      ---------------------------------------------     --------------------
<S>                                    <C>                                               <C>
John Masefield                         Chairman of the Board                                       62

Peter Mayer                            President and Chief Executive Officer                       52

George R. Dietz                        Senior Vice President                                       64

Charles P. Truby                       Executive Vice President and Chief Operating                58
                                       Officer

Thomas J. DeAngelo                     Vice President-Finance and Administration and               41
                                       Chief Financial Officer

James Wilson                           Vice President-Quality Assurance and                        56
                                       Regulatory Affairs

Ronald Deahr                           Vice President-Sales and Marketing                          55
</TABLE>
<PAGE>   17
                                                                              17

                  John Masefield has been Chairman of the Company since its
inception in 1972 and, President and Chief Executive Officer of the Company
since its inception in 1972 until August 1995. Since December 1987, Mr.
Masefield has also been Chairman of Skyland. Between 1960 and 1964, Mr.
Masefield was the head of irradiator design for Atomic Energy of Canada Limited.
In that capacity, he was responsible for the design and development of the first
commercial gamma irradiation sterilization facility in North America for the
gamma radiation sterilization of medical devices. He was also responsible for
the design, development and operation of the first commercial food gamma
irradiation facility in North America. Mr. Masefield has been a lecturer on
industrial uses of ionizing radiation at McGill University in Montreal, Canada
and Carleton University in Ottawa, Canada, has authored or co-authored numerous
articles and studies on the subject, has been invited by the International
Atomic Energy Agency to lecture on radiation processing in the Far East for the
past several years, is the Convener of the Working Group on Radiation
Sterilization to the International Standards Organization on Radiation
Sterilization, is the leader of the U.S. Delegation to the International
Standards Organization's Technical Committee on Sterilization Standards, is the
present Co-Chairman of the Radiation Sterilization Committee of the Association
for the Advancement of Medical Instrumentation (AAMI) and is on the Board of
Directors of AAMI and has participated on various other United States and
Canadian committees that promulgate recommendations and procedures for the
commercial uses of ionizing radiation. Mr. Masefield has a degree in mechanical
engineering.

                  Peter Mayer has been President and Chief Executive Officer
since August 1995. Mr. Mayer was most recently President of the Ciba
Self-Medication U.S.A. unit of Ciba Geigy, a position he held for five years,
following three years as Group Vice President of R&D and Marketing. Prior to
that, Dr. Mayer held a number of marketing and product development positions
with the Whitehall Laboratories Division of American Home Products. Mayer holds
undergraduate and masters degrees in industrial engineering and a masters degree
in business administration, all from Columbia University.

                  George R. Dietz has been an executive officer of the Company
since 1972 and a Vice President of the Company since 1983. He is currently
Senior Vice President of the Company. Mr. Dietz also served as Secretary of the
Company from April 1983 through April 1987. Between 1960 and 1969 Mr. Dietz
served as project manager for the United States Atomic Energy Commission's food
irradiation programs, as the
<PAGE>   18
                                                                              18

United States Army liaison officer to the United States Atomic Energy
Commission, and as project manager for the design, construction and operation of
the first large scale pilot food gamma irradiation facility in North America.
Between 1967 and 1969 he directed the food irradiation engineering activities at
Brookhaven National Laboratories. Mr. Dietz has also authored and co-authored
numerous articles and studies on commercial uses of ionizing radiation and has
participated on various United States committees that promulgate recommendations
and procedures for the commercial uses of ionizing radiation and irradiator
operational safety.

                  Charles P. Truby has been Executive Vice President and Chief
Operating Officer since March 1995. Mr. Truby joins Isomedix from Sherwood
Medical Company where he was Vice-President of Quality Management for four
years. Prior to that, he was employed by Becton Dickinson for 14 years in a
number of quality management positions. Dr. Truby received his Doctorate degree
in bacteriology and biochemistry at the University of Houston and his Masters
degree from Arizona State University.

                  Thomas J. DeAngelo joined the Company in 1982 and has been an
officer of the Company since April 1983. He is currently Vice President-Finance
and Administration, Treasurer and Secretary of the Company. He has been the
Chief Financial Officer of the Company since 1993. Mr. DeAngelo served as
Controller of the Company from April 1983 through April 1987 and as Chief
Operating Officer of the Company from September 1993 to February 1994. Mr.
DeAngelo is a Certified Public Accountant.

                  James D. Wilson has been Vice President of Quality Assurance
and Regulatory Affairs since May 1995. Prior to joining the Company, Mr. Wilson
was employed by Abbott Laboratories for 15 years in a number of managerial
positions, including Manager of Psychological Services and Quality Assurance
Manager of Comformance Biological Services and Evaluation. Mr. Wilson is a
professional microbiologist with over 30 years of diversified experience in
quality management and in the field of sterilization (ethylene oxide, radiation,
dry heat, steam and aseptic). He has been very active in industry and trade
association activities, such as the Parenteral Drug Association and the
Pharmaceutical Manufacturers Association. Mr. Wilson has widely lectured on
decontamination and sterilization.
<PAGE>   19
                                                                              19

                  Ronald D. Deahr has been the Vice President of Sales and
Marketing since October 1995. Prior to joining the Company, Mr. Deahr was
employed for 13 years by Griffith Micro Science, Inc. where he held positions of
increasing responsibility in sales/marketing and business development.
<PAGE>   20
                                                                              20

                                     PART II

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

                For information concerning this item see page 20 of the Annual
Report to Stockholders for the fiscal year ended December 31, 1995 (the "Annual
Report to Stockholders"), which information is incorporated herein by reference.

ITEM 6.         SELECTED FINANCIAL DATA.

                For information concerning this item see page 2 of the Annual
Report to Stockholders, which information is incorporated herein by reference.

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

                For information concerning this item see pages 4 through 6 of
the Annual Report to Stockholders, which information is incorporated herein by
reference.

ITEM 8.         FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

                For information concerning this item, see pages 8 through 18
of the Annual Report to Stockholders and Item 14(a) below, which information is
incorporated herein by reference.

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

                None.
<PAGE>   21
                                                                              21

                                                 PART III

ITEM 10.        DIRECTORS AND EXECUTIVE OFFICERS OF THE
                REGISTRANT.

                For information concerning this item, see text under the caption
"Election of Directors" in the Proxy Statement dated March 29, 1996 (the "Proxy
Statement"), and "Executive Officers of the Registrant" in Part I hereof, which
information is incorporated herein by reference.

ITEM 11.        EXECUTIVE COMPENSATION.

                For information concerning this item, see text under the
captions "Executive Compensation," "Compensation of Directors," "Employment
Agreements," "Compensation and Stock Option Committee Interlocks and Insider
Participation," "Performance Graph" and "Report of the Compensation and Stock
Option Committee" in the Proxy Statement, which information is incorporated
herein by reference.

ITEM 12.        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                OWNERS AND MANAGEMENT.

                For information concerning this item, see text under the
captions "Security Ownership of Certain Beneficial Owners" and "Security
Ownership of Management" in the Proxy Statement, which information is
incorporated herein by reference.

ITEM 13.        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

                For information concerning this item, see text under the caption
"Certain Relationships and Related Transactions" in the Proxy Statement, which
information is incorporated herein by reference.
<PAGE>   22
                                                                              22

                                     PART IV

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

                (a) 1.  Financial Statements:

                The consolidated financial statements of the Company and its
subsidiaries incorporated by reference in this Annual Report on Form 10-K are
listed in the attached Index to Consolidated Financial Statements and Schedules.

                       2.  Financial Statement Schedules:

                The consolidated financial statement schedules of the Company
and its subsidiaries filed in this Annual Report on Form 10-K are listed in the
attached Index to Consolidated Financial Statements and Schedules.

                       3.       Exhibits:

                The exhibits required to be filed as part of this Annual Report
on Form 10-K are listed in the attached Index to Exhibits. Exhibits 10(o),
10(p), 10(q), 10(r), 10(s), 10(t), 10(qq) and 10(rr) are the management
contracts and compensatory plans or arrangements required to be filed as part of
this Annual Report on Form 10-K.

                (b) Current Reports on Form 8-K:

                       None
<PAGE>   23
                                                                              23

                                POWER OF ATTORNEY

                The Registrant and each person whose signature appears below
hereby appoint Peter Mayer and Thomas J. DeAngelo as attorneys-in-fact with full
power of substitution, severally, to execute in the name and on behalf of the
Registrant and each such person, individually and in each capacity stated below,
one or more amendments to this Annual Report on Form 10-K, which amendments may
make such changes in this Report as the attorney-in-fact acting in the premises
deems appropriate and to file any such amendment to this Report with the
Securities and Exchange Commission.

                                   SIGNATURES

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

Dated:  March 29, 1996

                                                   ISOMEDIX INC.

                                                   By    /s/ Peter Mayer
                                                     ---------------------------
                                                           Peter Mayer
                                                           President and Chief
                                                           Executive Officer

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

Dated:  March 29, 1996                             By    /s/ John Masefield
                                                     ---------------------------
                                                           John Masefield
                                                           Chairman of the Board
                                                           and Director
<PAGE>   24
                                                                              24

Dated:  March 29, 1996                           By   /s/ Peter Mayer
                                                   ------------------
                                                       Peter Mayer
                                                       President and Chief
                                                       Executive Officer

Dated:  March 29, 1996                           By   /s/ H. Stuart Campbell
                                                   -------------------------
                                                       H. Stuart Campbell
                                                       Director

Dated:  March 29, 1996                           By   /s/ George R. Dietz
                                                   ----------------------
                                                       George R. Dietz
                                                       Director

Dated:  March 29, 1996                           By    /s/ Thomas M. Haythe
                                                   ------------------------
                                                       Thomas M. Haythe
                                                       Director

Dated:  March 29, 1996                           By    /s/ David M. Lank
                                                   ---------------------
                                                       David M. Lank
                                                       Director

Dated:  March 29, 1996                           By    /s/ Elmer A. Sticco
                                                   -----------------------
                                                       Elmer A. Sticco
                                                       Director

Dated:  March 29, 1996                           By    /s/ Thomas J. DeAngelo
                                                   --------------------------

                                                       Thomas J. DeAngelo
                                                       Vice President-Finance
                                                       and Administration,
                                                       Secretary, Treasurer,
                                                       Principal Accounting
                                                       Officer, Principal
                                                       Financial Officer
                                                       and Director

<PAGE>   25






                                  ISOMEDIX INC.

            Index to Consolidated Financial Statements and Schedules

<TABLE>
<CAPTION>
                                                                                                            Page Number
                                                                                                -----------------------------------
                                                                                                  In Annual
                                                                                                  Report to                Included
                                                                                                Stockholders                Herein
                                                                                                ------------                ------
<S>                                                                                             <C>                         <C>
Financial Statements:

The following consolidated financial statements and notes, together with the
Report of Independent Accountants, included in the Company's Annual Report to
Stockholders for the fiscal year ended December 31, 1995, are incorporated
herein by reference:

Consolidated Balance Sheets -- December 31, 1995                                                       8                       --
and 1994

Consolidated Statements of Income -- Years Ended                                                       9                       --
December 31, 1995, 1994 and 1993

Consolidated Statements of Changes in                                                                 10                       --
Stockholders' Equity -- Years Ended December 31,
1995, 1994 and 1993

Consolidated Statements of Cash Flows -- Years                                                        11                       --
Ended December 31, 1995, 1994 and 1993

Notes to Consolidated Financial Statements                                                           12-18                     --

Report of Independent Accountants                                                                     19                       --

Financial Statement Schedules:

Report of Independent Accountants                                                                     --                       F-1

II -  Valuation and Qualifying Accounts                                                               --                       F-2
</TABLE>


All other schedules (Nos. I, III and IV) have been omitted because they are
inapplicable or the information is provided in the consolidated financial
statements, including the notes thereto.
<PAGE>   26
Coopers
& Lybrand

                        REPORT OF INDEPENDENT ACCOUNTANTS

                                      -----

To the Stockholders and
  Board of Directors of Isomedix Inc.

Our report on the consolidated financial statements of Isomedix Inc. and
Subsidiaries has been incorporated by reference in this Form 10-K from Page 19
of the 1995 Annual Report to Shareholders of Isomedix Inc. and Subsidiaries. In
connection with our audits of such financial statements, we have also audited
the related financial statement schedules listed in the Index to Consolidated
Financial Statements and Schedules of this Form 10-K.

In our opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information required to be
included therein.

                          /s/ Coopers & Lybrand L.L.P.

Parsippany, New Jersey
February 16, 1996

                                       F-1
<PAGE>   27
                                   SCHEDULE II

                         ISOMEDIX INC. and SUBSIDIARIES

                        VALUATION and QUALIFYING ACCOUNTS

              for the years ended December 31, 1995, 1994 and 1993

<TABLE>
<CAPTION>
                Col. A                 Col. B                  Col. C                   Col. D                    Col. E
                ------                 ------                  ------                   ------                    ------

             Description                                      Additions
             -----------                                      ---------
   Allowance for Doubtful Accounts   Balance at    Charged to          Charged to                               Balance at
            Deducted from            Beginning      Costs and             Other                                   End of
         Accounts Receivable         of Period      Expenses            Accounts     Deductions(1)                Period
         -------------------         ---------      --------            --------     -------------                ------
<S>                                  <C>           <C>                 <C>           <C>                        <C>
                 1995                 $350,000      $245,523                             $245,523                $350,000
                 ----

                 1994                 $250,000      $120,565                             $ 20,565                $350,000
                 ----

                 1993                 $200,000      $ 63,892                             $ 13,892                $250,000
                 ----
</TABLE>
----------------------

(1)  Write-off of uncollectible accounts receivable.

<PAGE>   28
                               Index to Exhibits

<TABLE>
<CAPTION>
                                                                                                         Page
                                                                                                         ----
<S>             <C>                                                                                      <C>

3(a)            Certificate of Incorporation of the Company, as amended                                   --
                (incorporated by reference to Exhibit 3(a) to the Company's
                Annual Report on Form 10-K for the year ended December 31,
                1994).

3(b)            By-Laws of the Company, as amended, (incorporated by reference                            --
                to Exhibit 3(b) to the Company's Annual Report on Form 10-K for
                the year ended December 31, 1994).

4(a)            Articles FOURTH, FOURTEENTH, SIXTEENTH, SEVENTENTH and                                    --
                EIGHTEENTH of the Certificate of Incorporation of the Company
                (incorporated by reference to Exhibit 3(a) to the Company's
                Annual Report on Form 10-K for the year ended December 31,
                1994).

4(b)            Articles III, IX, X, XI, XII, XIII, XIV and XVI of the By-Laws                            --
                of the Company (incorporated by reference to Exhibit 3(b) to the
                Company's Annual Report on Form 10-K for the year ended December
                31, 1994).

4(c)            Specimen certificate representing common stock (incorporated by
                reference to Exhibit 4(c) to the Company's Annual Report on Form
                10-K for the year ended December 31, 1994).

4(d)            Loan Agreement dated as of December 1, 1983 between Isomedix                              --
                (Ohio) Inc., a Delaware corporation, and County of Franklin,
                Ohio (incorporated by reference to Exhibit 4(d) to the Company's
                Annual Report on Form 10-K for the year ended December 31,
                1994).

4(e)            Promissory Note dated December 29, 1983 executed by Isomedix                              --
                (Ohio) Inc., a Delaware corporation, in favor of County of
                Frankin, Ohio (incorporated by reference to Exhibit 4(e) to the
                Company's Annual Report on Form 10-K for the year ended December
                31, 1994).
</TABLE>

                                       E-1
<PAGE>   29
                           Index to Exhibits (cont'd)

<TABLE>
<CAPTION>
                                                                                                    Page
                                                                                                    ----
<S>            <C>                                                                                  <C>
4(f)            Loan Agreement dated as of December 1, 1983 between Isomedix                         --
                (Utah), Inc., a Delaware corporation, and Sandy City, Utah
                (incorporated by reference to Exhibit 4(f) to the Company's
                Annual Report on Form 10-K for the year ended December 31,
                1994).

4(g)            Promissory Note dated December 29, 1983 executed by Isomedix                         --
                (Utah), Inc., a Delaware corporation, in favor of Sandy City,
                Utah (incorporated by reference to Exhibit 4(g) to the Company's
                Annual Report on Form 10-K for the year ended December 31,
                1994).

4(h)            Loan Agreement dated as of October 1, 1984 between Isomedix,                         --
                Inc., a Nevada corporation, and the Illinois Development Finance
                Authority (incorporated by reference to Exhibit 4(h) to the
                Company's Annual Report on Form 10-K for the year ended December
                31, 1994).

4(i)            Promissory Note dated October 29, 1984 executed by Isomedix,                         --
                Inc., a Nevada corporation, in favor of the Illinois Development
                Finance Authority (incorporated by reference to Exhibit 4(i) to
                the Company's Annual Report on Form 10-K for the year ended
                December 31, 1994).

4(j)            Loan Agreement dated as of June 1, 1984 between Spartanburg                          --
                County, South Carolina and Isomedix, Inc., a South Carolina
                corporation (incorporated by reference to Exhibit 4(j) to the
                Company's Annual Report on Form 10-K for the year ended December
                31, 1994).

4(k)            Rights Agreement dated as of June 10, 1988 between Isomedix Inc.                     --
                and Midlantic National Bank which includes the form of
                Certificate of Designation setting forth the terms of the Series
                A Preferred Stock, par value $1.00 per share, as Exhibit A, the
                form of Right Certificate as Exhibit B and the Summary of Rights
                to Purchase Preferred Shares as Exhibit C (incorporated by
                reference to Exhibit 4(k) to the Company's Annual Report on Form
                10- K for the year ended December 31, 1994).
</TABLE>

                                       E-2
<PAGE>   30
                           Index to Exhibits (cont'd)

<TABLE>
<CAPTION>
                                                                                                    Page
                                                                                                    ----
<S>            <C>                                                                                  <C>
4(l)            Loan Agreement dated as of March 1, 1989 between Isomedix                            --
                Operations Inc., a Delaware corporation, and Spartanburg County,
                South Carolina, a body politic and corporate and a political
                subdivision of the State of South Carolina (incorporated by
                reference to Exhibit 4(l) to the Company's Annual Report on Form
                10- K for the year ended December 31, 1994).

4(m)            Trust Indenture dated as of March 1, 1989 between Spartanburg                        --
                County, South Carolina, a body politic and corporate and a
                political subdivision of the State of South Carolina and Mellon
                Bank, N.A., as trustee (incorporated by reference to Exhibit
                4(m) to the Company's Annual Report on Form 10-K for the year
                ended December 31, 1994).

10(a)           Amendment No. 1 dated as of February 1, 1979 to Lease Agreement                      --
                dated as of November 1, 1977 between Isomedix, Inc., a South
                Carolina corporation, and Spartanburg County, South Carolina
                (incorporated by reference to Exhibit 10(c) to Registration
                Statement No. 2-83697).

10(b)           Amendment No. 1 dated as of February 1, 1979 to Guaranty                             --
                Agreement dated as of November 1, 1977 among the Company,
                certain of the Company's subsidiaries and North Carolina
                National Bank (incorporated by reference to Exhibit 10(d) to
                Registration Statement No. 2-83697).

10(c)           Lease dated May 27, 1981 between Village of Morton Grove and                         --
                Isomedix, Inc., a Nevada corporation (incorporated by reference
                to Exhibit 10(r) to Registration Statement No. 2-83697).

10(d)           Loan Agreement dated as of December 1, 1983 between Isomedix                         --
                (Ohio) Inc., a Delaware corporation, and County of Franklin,
                Ohio (incorporated by reference to Exhibit 4(f) to the Company's
                Annual Report on Form 10-K for the year ended December 31, 1994.
</TABLE>


                                      E-3
<PAGE>   31
                           Index to Exhibits (cont'd)

<TABLE>
<CAPTION>
                                                                                                    Page
                                                                                                    ----
<S>             <C>                                                                                 <C>

10(e)           Promissory Note dated December 29, 1983 executed by Isomedix                         --
                (Ohio) Inc., a Delaware corporation, in favor of County of
                Franklin, Ohio (incorporated by reference to Exhibit 4(e) to the
                Company's Annual Report on Form 10-K for the year ended December
                31, 1994.

10(f)           Open End Mortgage and Security Agreement dated as of December 1,                     --
                1983 between Isomedix (Ohio) Inc., a Delaware corporation, and
                Midlantic National Bank (incorporated by reference to Exhibit
                10(f) to the Company's Annual Report on Form 10-K for the year
                ended December 31, 1994).

10(g)           Guaranty Agreement dated as of December 1, 1983 among the                            --
                Company, certain of the Company's subsidiaries and Midlantic
                National Bank (incorporated by reference to Exhibit 10(g) to the
                Company's Annual Report on Form 10-K for the year ended December
                31, 1994).

10(h)           Loan Agreement dated as of December 1, 1983 between Isomedix                         --
                (Utah), Inc., a Delaware corporation, and Sandy City, Utah
                (incorporated by reference to Exhibit 4(f) to the Company's
                Annual Report on Form 10-K for the year ended December 31, 1994.

10(i)           Promissory Note dated December 29, 1983 executed by Isomedix                         --
                (Utah), Inc., a Delaware corporation, in favor of Sandy City,
                Utah (incorporated by reference to Exhibit 4(g) to the Company's
                Annual Report on Form 10-K for the year ended December 31, 1994.

10(j)           Mortgage and Security Agreement dated as of December 1, 1983                         --
                between Isomedix (Utah), Inc., a Delaware corporation, and
                Midlantic National Bank (incorporated by reference to Exhibit
                10(j) to the Company's Annual Report on Form 10-K for the year
                ended December 31, 1994).

10(k)           Guaranty Agreement dated as of December 1, 1983 among the                            --
                Company, certain of the Company's subsidiaries and Midlantic
                National Bank (incorporated by reference to Exhibit 10(k) to
</TABLE>

                                       E-4
<PAGE>   32
                           Index to Exhibits (cont'd)

<TABLE>
<CAPTION>
                                                                                                    Page
                                                                                                    ----
<S>             <C>                                                                                 <C>
                the Company's Annual Report on Form 10-K for the year ended
                December 31, 1994).

10(l)           Mortgage and Security Agreement dated as of October 1, 1984,                         --
                executed by Isomedix, Inc., a Nevada corporation, in favor of
                Chemical Bank, as Security Trustee (incorporated by reference to
                Exhibit 10(l) to the Company's Annual Report on Form 10-K for
                the year ended December 31, 1994).

10(m)           Guaranty Agreement dated as of October 1, 1984, among Isomedix                       --
                Inc., a Delaware corporation, and certain of its subsidiaries,
                and Chemical Bank, as Security Trustee (incorporated by
                reference to Exhibit 10(m) to the Company's Annual Report on
                Form 10-K for the year ended December 31, 1994).

10(n)           Guaranty Agreement dated as of June 1, 1984, among Isomedix                          --
                Inc., a Delaware corporation, and certain of its subsidiaries,
                and NCNB National Bank of North Carolina (incorporated by
                reference to Exhibit 10(n) to the Company's Annual Report on
                Form 10-K for the year ended December 31, 1994).

10(o)           Employment Agreement dated as of February 1, 1988 by and between                          --
                the Company and John Masefield (incorporated by reference to
                Exhibit 10(t) to the Company's Annual Report on Form 10-K for
                the year ended December 31, 1992).

10(p)           Employment Agreement dated as of February 1, 1988 by and between                          --
                the Company and Thomas J. DeAngelo (incorporated by reference to
                Exhibit 10(u) to the Company's Annual Report on Form 10-K for
                the year ended December 31, 1992).

10(q)           Employment Agreement dated as of February 1, 1988 by and between                          --
                the Company and George R. Dietz (incorporated by reference to
                Exhibit 10(v) to the Company's Annual Report on Form 10-K for
                the year ended December 31, 1992).

10(r)           Consulting Agreement, effective January 1993, between the                                 --
                Company and Sticco (incorporated by reference to Exhibit 10(w)
                to the Company's
</TABLE>


                                       E-5
<PAGE>   33
                           Index to Exhibits (cont'd)

<TABLE>
<CAPTION>
                                                                                                    Page
                                                                                                    ----
<S>             <C>                                                                                 <C>
                Annual Report on Form 10-K for the year ended December 31, 1992).

10(s)           1982 Stock Option Plan, as amended (incorporated by reference to                     --
                Exhibit 10(s) to the Company's Annual Report on Form 10-K for
                the year ended December 31, 1994).

10(t)           1992 Stock Option Plan (incorporated by reference to Exhibit                         --
                10(y) to the Company's Annual Report on Form 10-K for the year
                ended December 31, 1992).

10(u)           Agreement and Plan of Reorganization dated as of September 30,                       --
                1987 among the Company, Isomedix Acquisition Corporation and
                Skyland (incorporated by reference to Exhibit 10(u) to the
                Company's Annual Report on Form 10-K for the year ended December
                31, 1994).

10(v)           Loan Agreement dated as of October 1, 1988 between Isomedix                          --
                Operations Inc., a Delaware corporation, and City of El Paso
                Industrial Development Authority, Incorporated, a Texas
                non-profit corporation. (incorporated by reference to Exhibit
                10(v) to the Company's Annual Report on Form 10-K for the year
                ended December 31, 1994)

10(w)           Indenture of Trust dated as of October 1, 1988 between City of                       --
                El Paso Industrial Development Authority, Incorporated, a Texas
                non-profit corporation, and Mellon Bank, N.A., as trustee
                (incorporated by reference to Exhibit 10(w) to the Company's
                Annual Report on Form 10-K for the year ended December 31,
                1994).

10(x)           Reimbursement Agreement dated as of October 1, 1988 by and among                     --
                the Registrant, Isomedix Operations Inc., a Delaware
                corporation, and NCNB National Bank of North Carolina
                (incorporated by reference to Exhibit 10(x) to the Company's
                Annual Report on Form 10-K for the year ended December 31,
                1994).

10(y)           Guaranty Agreement dated as of October 1, 1988 by and between                        --
                the Registrant and NCNB National Bank of North Carolina, as
                issuer of the Letter
</TABLE>

                                       E-6
<PAGE>   34
                           Index to Exhibits (cont'd)

<TABLE>
<CAPTION>
                                                                                                    Page
                                                                                                    ----
<S>             <C>                                                                                 <C>
                of Credit (incorporated by reference to Exhibit 10(y) to the
                Company's Annual Report on Form 10-K for the year ended December
                31, 1994).

10(z)           Guaranty Agreement dated as of October 1, 1988 by and between                        --
                the Registrant and Mellon Bank, N.A., as trustee under the
                Indenture (incorporated by reference to Exhibit 10(z) to the
                Company's Annual Report on Form 10-K for the year ended December
                31, 1994).

10(aa)          Guaranty Agreement dated as of October 1, 1988 by and between                        --
                Isomedix Investments, Inc., a Delaware corporation, and NCNB
                National Bank of North Carolina, as issuer of the Letter of
                Credit (incorporated by reference to Exhibit 10(aa) to the
                Company's Annual Report on Form 10-K for the year ended December
                31, 1994).

10(bb)          Guaranty Agreement dated as of October 1, 1988 by and between                        --
                Isomedix Investments, Inc., a Delaware corporation, and Mellon
                Bank, N.A., as trustee under the Indenture (incorporated by
                reference to Exhibit 10(bb) to the Company's Annual Report on
                Form 10-K for the year ended December 31, 1994).

10(cc)          Guaranty Agreement dated as of October 1, 1988 by and between                        --
                Isomedix Management, Inc., a New Jersey corporation, and NCNB
                National Bank of North Carolina, as issuer of the Letter of
                Credit (incorporated by reference to Exhibit 10(cc) to the
                Company's Annual Report on Form 10-K for the year ended December
                31, 1994).

10(dd)          Guaranty Agreement dated as of October 1, 1988 by and between                        --
                Isomedix Management, Inc., a New Jersey corporation and Mellon
                Bank, N.A., as trustee under the Indenture (incorporated by
                reference to Exhibit 10(dd) to the Company's Annual Report on
                Form 10-K for the year ended December 31, 1994).

10(ee)          Remarketing Agreement dated as of October 1, 1988 between                            --
                Isomedix Operations Inc., a Delaware corporation, City of El
                Paso Industrial Development Authority, Incorporated, a Texas
                non-profit corporation, and NCNB
</TABLE>


                                       E-7
<PAGE>   35
                           Index to Exhibits (cont'd)

<TABLE>
<CAPTION>
                                                                                                    Page
                                                                                                    ----
<S>             <C>                                                                                 <C>
                National Bank of North Carolina (incorporated by reference to
                Exhibit 10(ee) to the Company's Annual Report on Form 10-K for
                the year ended December 31, 1994).

10(ff)          Placement Agreement dated as of October 1, 1988 among City of El                     --
                Paso Industrial Development Authority, Incorporated, NCNB
                National Bank of North Carolina, as Placement Agent, and
                Isomedix Operations Inc (incorporated by reference to Exhibit
                10(ff) to the Company's Annual Report on Form 10-K for the year
                ended December 31, 1994).

10(gg)          Deed of Trust, Security Agreement and Assignment of Rents dated                      --
                as of October 1, 1988 by and among Isomedix Operations Inc., a
                Delaware corporation, Mark E. Mendel, Mellon Bank, N.A. and NCNB
                National Bank of North Carolina (incorporated by reference to
                Exhibit 10(gg) to the Company's Annual Report on Form 10-K for
                the year ended December 31, 1994).

10(hh)          Reimbursement Agreement dated as of March 1, 1989 by and among                       --
                the Company, Isomedix Operations Inc., a Delaware corporation,
                and NCNB National Bank of North Carolina (incorporated by
                reference to Exhibit 10(hh) to the Company's Annual Report on
                Form 10-K for the year ended December 31, 1994).

10(ii)          Guaranty Agreement dated as of March 1, 1989 by and between the                      --
                Company and NCNB National Bank of North Carolina, as issuer of
                the Letter of Credit (incorporated by reference to Exhibit
                10(ii) to the Company's Annual Report on Form 10-K for the year
                ended December 31, 1994).

10(jj)          Guaranty Agreement dated as of March 1, 1989 by and between the                      --
                Company and Mellon Bank, N.A., as trustee under the Indenture
                (incorporated by reference to Exhibit 10(jj) to the Company's
                Annual Report on Form 10-K for the year ended December 31,
                1994).

10(kk)          Guaranty Agreement dated as of March 1, 1989 by and between                          --
                Isomedix Investments, Inc., a Delaware corporation, and NCNB
                National Bank of
</TABLE>

                                       E-8
<PAGE>   36
                           Index to Exhibits (cont'd)

<TABLE>
<CAPTION>
                                                                                                    Page
                                                                                                    ----
<S>             <C>                                                                                 <C>
                North Carolina, as issuer of the Letter of Credit (incorporated
                by reference to Exhibit 10(kk) to the Company's Annual Report on
                Form 10-K for the year ended December 31, 1994).

10(ll)          Guaranty Agreement dated as of March 1, 1989 by and between                          --
                Isomedix Investments, Inc., a Delaware corporation, and Mellon
                Bank N.A., as trustee under the Indenture (incorporated by
                reference to Exhibit 10(ll) to the Company's Annual Report on
                Form 10-K for the year ended December 31, 1994).

10(mm)          Guaranty Agreement dated as of March 1, 1989 by and between                          --
                Isomedix Management, Inc., a Delaware corporation, and NCNB
                National Bank of North Carolina, as issuer of the Letter of
                Credit (incorporated by reference to Exhibit 10(mm) to the
                Company's Annual Report on Form 10-K for the year ended December
                31, 1994).

10(nn)          Guaranty Agreement dated as of March 1, 1989 by and between                          --
                Isomedix Management, Inc., a Delaware corporation, and Mellon
                Bank, N.A., as trustee under the Indenture (incorporated by
                reference to Exhibit 10(nn) to the Company's Annual Report on
                Form 10-K for the year ended December 31, 1994).

10(oo)          Placement and Remarketing Agreement dated as of March 1, 1989                        --
                between Isomedix Operations Inc., a Delaware corporation,
                Spartanburg County, South Carolina, a body politic and corporate
                and an instrumentality of the State of South Carolina, and NCNB
                National Bank of North Carolina as Placement Agent and
                Remarketing Agent (incorporated by reference to Exhibit 10(oo)
                to the Company's Annual Report on Form 10-K for the year ended
                December 31, 1994).

10(pp)          Mortgage, Security Agreement and Assignment of Rents dated as of                     --
                March 1, 1989 by and among Isomedix Operations Inc., a Delaware
                corporation, Spartanburg County, South Carolina, a body politic
                and corporate and an instrumentality of the State of South
                Carolina, Mellon Bank, N.A. and NCNB National Bank of
</TABLE>

                                       E-9
<PAGE>   37
                           Index to Exhibits (cont'd)

<TABLE>
<CAPTION>
                                                                                                    Page
                                                                                                    ----
<S>             <C>                                                                                 <C>
                North Carolina (incorporated by reference to Exhibit 10(pp) to
                the Company's Annual Report on Form 10-K for the year ended
                December 31, 1994).

10(qq)          1992 Supplemental Stock Option Plan (incorporated by reference                       --
                to Exhibit 10(vv) to the Company's Annual Report on Form 10-K
                for the year ended December 31, 1993).

10(rr)          Special Bonus Plan for Directors and Senior Officers                                 --
                (incorporated by reference to Exhibit 10(ww) to the Company's
                Annual Report on Form 10-K for the year ended December 31,
                1993).

10(ss)          New York Stock Exchange, Inc. Listing Agreement (incorporated by                     --
                reference to Exhibit 10(ss) to the Company's Annual Report on
                Form 10-K for the year ended December 31, 1994)

10(tt)          Employment Agreement dated as of March 27, 1995 by and between
                the Company and Charles P. Truby.

10(uu)          Employment Agreement dated as of May 16, 1995 by and between the
                Company and John Masefield.

10(vv)          Employment Agreement dated as of August 21, 1995 by and between
                the Company and Peter Mayer.

11              Statement re: computation of earnings per share for the years
                ended December 31, 1995, 1994 and 1993.

13              Annual Report to Stockholders for the fiscal year ended December
                31, 1995.

21              Subsidiaries of the Company.                          --

23              Consent of Coopers & Lybrand L.L.P.

24              Power of Attorney (see "Power of Attorney" in Form 10-K).
</TABLE>


                                      E-10