UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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
Commission File #0-19051
LXE INC.
(Exact name of registrant as specified in its charter)
Georgia 58-1829757
(State of incorporation) (IRS Employer ID #)
or organization)
303 Research Drive
Norcross, Georgia 30092
(Address of principal (Zip Code)
executive offices)
Registrant's Telephone Number, Including Area Code-(770) 447-4224
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
(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 that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days: Yes X No .
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or amendment to this Form
10-K: [X]
The aggregate market value of voting stock held by non-affiliates
of the registrant on March 8, 1996, was $10,216,000, based on a
closing price of $10.38 per share. The basis of this calculation
does not constitute a determination by the registrant that all of
its directors and executive officers are affiliates as defined in
Rule 405.
As of March 8, 1996, the number of shares of the registrant's
common stock outstanding was 5,554,644 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information contained in the Company's 1995 Annual Report
to Shareholders and definitive proxy statement for the 1996
Annual Meeting of Shareholders of the registrant is incorporated
herein by reference in Parts II, III and IV of this Annual Report
on Form 10-K.
PART I
ITEM 1. Business.
GENERAL
LXE Inc. ("LXE") designs, manufactures and supports wireless data
communications systems mainly for materials handling operations.
Typical customers in the materials handling markets are medium
and large companies that have substantial inventories or complex
distribution networks. LXE systems permit real-time interaction
between the customer's host computer network and terminal
operators in situations where mobility is desirable or where
cabled computer connections are not practical. The Company's
systems improve the speed and reliability of communications with
materials-handling personnel, facilitate improved accuracy of
inventory records and, in general, increase efficiency and
productivity in materials handling operations. The Company has
also begun developing and marketing systems for applications
"outside of the warehouse", that are believed to have potential
for future growth including factory floor movement,
transportation and delivery, and electronic medical records
retrieval. Management believes these products represent
significant growth opportunities for the Company.
Organization
Development of the Company's technology was begun in the mid-1970's by
Electromagnetic Sciences, Inc. ("ELMG"), a manufacturer
of advanced wireless communications products. The Company's
business began operating as a division of ELMG in 1983. In 1989,
the Company was organized as a wholly owned subsidiary to which
ELMG contributed all of the division's assets and liabilities in
exchange for common stock. On April 18, 1991, the Company
completed an initial public offering of 1,265,000 shares of
common stock; as a result of this offering, subsequent exercises
of employee stock options and, in February 1996, the repurchase
of 548,000 shares in a private transaction, ELMG's ownership of
the Company is 81%. The Company has five wholly owned European
sales subsidiaries, LXE Belgium N.V., LXE France S.A.R.L., LXE
GmbH, LXE Netherlands B.V. and LXE Scandinavia AB.
Systems
The Company is a leader in the development and implementation of
interactive, real-time, radio-linked data communications systems
for materials handling operations. The Company has the expertise
to tailor systems for customers in a variety of industries, as
well as to provide comprehensive customer service and support.
The principal components of typical LXE systems are:
- Terminals that incorporate radio transmitters and
receivers;
- a radio frequency unit to communicate with the terminals;
- a controller (CPU) to provide an interface between the
base station and the host computer;
- communications software to allow connection to various
networking and host protocols;
- various accessories;
- and a complete service and support offering.
Terminals
The Company offers several types of terminals, all of which
utilize radio frequency ("RF") technology. Hand-held terminals
are small, lightweight, and contain their own rechargeable,
replaceable battery. Vehicle-mounted terminals are intended for
fork-lift trucks, cranes, or other mobile materials handling
equipment. Table-top terminals (also called factory data
terminals) are used at temporary data collection points or where
the installation of computer cabling is impractical. Wireless
modems provide wireless communication capabilities for non-LXE
devices, such as small computers or process controllers.
All terminals incorporate built-in radios that operate either in
a licensed, narrow frequency band or in an unlicensed broader
frequency band. The broad-band or "spread spectrum" radio
developed by LXE utilizes a unique frequency-hopping technology
that is exceptionally resistant to interference, even from very
disruptive sources such as vehicle location systems or other
nearby spread spectrum systems.
Historically all LXE terminals have been based on a proprietary
CPU and software architecture. During 1995, LXE began shipping a
terminal family based on Intel CPU and DOS/Windows software. The
Company's transition to this new architecture provides for higher
system performance, compatibility with client server applications
and entry into new markets.
Base Stations and Controllers
The wireless communications link between the terminal and the
computer is completed by a radio base station and controller,
which may be integrated into a single unit for smaller systems.
A radio frequency unit converts the radio signals from a terminal
to digital signals recognizable by the controller, and also
converts data from the controller into radio signals for
transmission to the terminals. Radio base stations can operate
effectively in facilities of many sizes and structural designs.
Controllers provide the critical interface between the radio base
station and the host computer. LXE controllers provide
transparent connectivity to all widely accepted computer
architecture without modifications of existing software and
network structure. Controllers also manage complex transmission
traffic with sophisticated programming algorithms.
LXE's mainstream product line, introduced in 1993, is the 6200
system, an industrial RF LAN built especially for the transaction
processing requirements of LXE's traditional material handling
market. The 6200 system features LXE's 900 MHz frequency hopping
spread spectrum radios which provide the superior coverage and
interference rejection needed to cover large warehouses, ports,
and manufacturing facilities. A full line of ruggedized handheld
and vehicle mounted terminals and a family of narrowband
synthesized radios completes the 6200 product line offering
making the 6200 the Reliable Choice for logistics operations
worldwide.
In 1995, LXE introduced its sixth generation product line, the
6400 system. Based around 2.4GHz Frequency Hopping Spread
Spectrum radios and open systems architecture, the 6400 series is
designed to support both client server applications and
traditional transaction processing requirements, primarily in
areas such as Europe. The 6400's 1.6 Mbps of throughput, TCP/IP
based transports, and DOS based terminals make it easy for
information systems professionals to utilize their hardwired
expertise when developing wireless applications.
Connectivity Software
The Company provides embedded software that runs on the terminals
and controllers to provide plug and run connectivity to all
commonly used host computers and network architectures. This
software includes standard IBM and ANSI terminal emulators as
well as IBM's SNA compatible cluster controllers, Telnet terminal
servers, and LAT terminal servers that have been enhanced to
maximize performance over an RF network. The Company also
provides standard networking protocols, such as TCP/IP, to allow
LXE systems to attach directly to a user's network and permit the
terminals to communicate in a client server architecture with the
host computer.
Accessories
The Company sells a variety of accessories for use with its
products. These accessories, which are primarily purchased from
third parties, include battery chargers, bar code scanners and
wands.
Maintenance Services
The Company's service staff repairs and maintains LXE products at
its facilities in Norcross, Georgia, and, when needed, at the
customer's facilities. Beginning in 1996, a European service
center will be operational to provide more responsive service to
European customers. The Company typically offers a 180-day
warranty on its products and currently offers a variety of
service arrangements. The price of such services are based on
the level of service requested and the size of the customer's
system. Service contracts generally have a term of one year. In
addition, the Company offers time-and-materials service on a non-contract,
as-needed basis.
Markets, Customers and Backlog
The Company provides data communications systems to a variety of
customers across a wide industry base. Since 1984, the Company's
systems have been installed at more than 3,500 sites worldwide,
including the facilities of many Fortune 500 companies, and some
of the world's largest materials handling installations. In
1995, the Company received significant orders from such diverse
enterprises as 3M, Deluxe Printers, Georgia Pacific, M&M Mars,
Mercedes Benz, Nike, Proctor and Gamble, and Wal Mart.
In the U.S. and Canada, the Company markets, sells and services
its products directly through 21 regional sales offices, and also
through selected value added resellers ("VAR's"). VAR's enable
the Company to broaden its distribution network and participate
in opportunities requiring "turn-key" solutions that include the
necessary application software; VAR's accounted for approximately
36% of the Company's 1995 sales in the U.S. and Canada.
Outside of the U.S. the Company sells its products through 19
independent distributors in over 40 countries in Europe, the
Pacific Rim, the Middle East and South America. The Company also
sells in Europe through its wholly-owned subsidiaries, LXE
Belgium N.V., LXE GmbH and LXE Netherlands B.V. and, beginning in
1995, LXE Scandinavia AB and LXE France S.A.R.L. The Company's
sales to unaffiliated foreign customers were $23 million, $18
million and $10 million in 1995, 1994 and 1993, respectively.
The Company's order backlog at December 31, 1995 was $22.1
million, compared with $23.7 million at December 31, 1994.
Substantially all of the 1995 backlog is expected to be shipped
during 1996.
For further information on sales by geographic areas, see Note 6
of "Notes to Consolidated Financial Statements" included in Item
8 of this report.
Competition
The business in which the Company is engaged is highly
competitive. Several firms with considerable resources are
engaged in the manufacturing and marketing of radio-linked data
communications products for materials handling applications,
including Norand Corporation, Symbol Technologies, Teklogix
Corp., and Telxon Corporation.
In responding to its competition, the Company emphasizes the
performance and quality of its products and services,
particularly their connectivity characteristics, durability in
industrial environments, and design flexibility that permits
accommodation of particular customer needs. The Company's
current principal customers are medium and large businesses that
use the Company's data communications systems in complex
applications where performance and quality characteristics are
considered the most significant variables in the decision-making
process; however, pricing is also an increasingly important
competitive factor.
Product Development and Engineering
The Company believes that its future growth depends, in part,
upon its ability to achieve continuous product improvement and to
develop new products that enhance the capabilities and
performance of the Company's systems. The Company's development
efforts in 1995 were focused on developing capabilities to
support DOS, Windows, and client/server networks. Two new DOS
terminals and a 2.4 GHz backbone were introduced in the second
half of the year. The 2.4 GHz backbone allows mobile industrial
computers or standard portable PC's to run like hard wired PC's
on a standard LAN. These products will be followed, in the
second half of 1996, by the addition of more DOS/Windows based
terminals.
LXE has also undertaken significant efforts to develop products
aimed at emerging markets. An example is in the health care
field, where LXE is currently conducting several field trials for
wireless electronic medical record retrieval. This technology
will be marketed to large hospital systems where the need to
provide data quickly to mobile users is important.
During 1995, 1994 and 1993, the Company invested $6.7 million,
$6.0 million and $6.8 million, respectively, in product
development and engineering.
Manufacturing and Suppliers
The Company manufactures its principal products at its facilities
in Norcross, Georgia. While components and supplies are
generally available from a variety of sources, the Company
presently depends on a limited number of suppliers for several
components of its equipment, including radios, modems and printed
circuit boards, and on single sourced subassembly manufacturers
for keypad assemblies and molded parts.
Bar code scanners are included in almost all of LXE's orders, and
a significant number of the scanners are purchased from PSC Inc.
and from Symbol Technologies, Inc. (Symbol), which is also a
competitor of the Company; however, there are alternative
suppliers that manufacture and sell bar code scanners under
license agreements with Symbol. The Company believes that LXE's
other competitors also rely on scanning equipment purchased from
or licensed by Symbol. In addition, Symbol and LXE have a
license agreement which allows the Company to utilize Symbol's
patented integrated scanning technology in future products.
The Company believes that its present sources and availability of
its required materials are adequate. The Company does not
believe that the loss of any supplier or subassembly manufacturer
would have a material adverse effect on its business. In the
past, shortages of supplies and delays in the receipt of
necessary components have not had a material adverse affect on
shipments of the Company's products.
The Company produces and sells or licenses certain of its
software products under licenses from third parties. The
licenses entitle the company to market the software as long as it
pays the specified royalties, and the Company possesses the
source codes necessary to adapt the software to various computers
and system configurations.
Governmental Regulation
Radio emissions are subject to governmental regulation in all
countries in which the Company currently conducts business.
There is little consistency among the regulations of various
countries outside North America. At the present time, the
Company holds radio approvals in a number of foreign countries,
but future regulatory changes could have an adverse effect on the
Company.
Employees
As of March 1, 1996, the Company employed approximately 396
people, all located in North America, except for 42 employees
located in Belgium, France, Germany, the Netherlands and Sweden.
Of these, approximately 34% were engaged in manufacturing and
customer support, 23% in engineering and 43% in selling, general
and administrative functions. Management believes that the
Company's relationship with its employees is good.
Executive Officers of the Registrant
Information concerning the executive officers of the Company is
set forth below:
John J. Farrell, Jr., age 44, joined LXE as President and Chief
Operating Officer in May 1995. Previously, he had been Senior
Vice President and Chief Operating Officer of Oki Telecom, a
world-wide supplier of cellular telephones and base stations,
since 1993. During the three years prior to 1993, he directed
Oki's marketing and sales efforts.
William S. Jacobs, age 50, joined both LXE and ELMG as Secretary
and General Counsel in 1992, and became Vice President of ELMG in
1993. He had previously engaged in the private practice of law
with Trotter, Smith & Jacobs, Atlanta, Georgia, in which capacity
he served as principal corporate counsel to ELMG since 1982 and
to LXE since its organization in 1989.
John F. Mewshaw, age 50, has served as Vice President, Sales
since 1993. He joined LXE in 1989 as the North American Sales
Manager.
William H. Roeder, age 42, became Vice President, Product
Marketing in 1994. Previously, he served as Vice President,
Engineering since the Company's organization in 1989. He joined
ELMG in 1987 as Manager of Engineering for the LXE Division,
having previously held engineering and marketing management
positions with Reliance Electric Co., a manufacturer of
industrial controls and telecommunications systems.
Don T. Scartz, age 53, became Treasurer of LXE at its formation
in 1989. He has also served as a Director and Senior Vice
President and Chief Financial Officer of ELMG since 1995 and as
its Treasurer since 1981; he served as ELMG's Vice President -
Finance from 1981 to 1995.
Thomas E. Sharon, age 50, became Chairman of the Board and Chief
Executive Officer in 1994. He also served as President for a
part of 1994 and 1995. He has served as Chairman of the Board
since 1995 and as a director since LXE's organization in 1989.
He also serves as Chief Executive Officer of ELMG (since 1994);
he has served ELMG in various capacities since joining ELMG in
1971, including Director since 1985 and President and Chief
Operating Officer from 1987 to 1994.
ITEM 2. Properties.
The Company's manufacturing, engineering/development, service and
maintenance, and marketing functions are currently housed in an
approximately 112,000 square foot facility, located on 7.6 acres
of land in Technology Park, Norcross, Georgia. The building is
subject to an outstanding industrial revenue bond of $0.4 million
and a junior mortgage from ELMG of $1.7 million.
The Company leases approximately 36,000 square feet of office
space in Technology Park, Norcross, Georgia, for sales, marketing
and administrative functions. The lease on this space expires in
February 1998, and may be extended at the Company's option for an
additional two years. The Company leases sales offices
throughout the U.S. and in Canada; the lease terms do not exceed
one year. The Company also leases office space in Belgium,
France, Germany, the Netherlands and Sweden for sales, marketing
and administrative functions.
ITEM 3. Legal Proceedings.
Not Applicable.
ITEM 4. Submission of Matters to a Vote of Security Holders.
Not Applicable.
PART II
ITEM 5. Market for the Registrant's Common Equity and Related
Stockholder Matters.
The common stock of LXE Inc. is traded in the over-the-counter
market (NASDAQ symbol LXEI). At March 1, 1996, there were
approximately 200 shareholders of record, but the Company
believes that there were approximately 1,800 beneficial
shareholders, based upon broker requests for distribution of
Annual Meeting materials. The high and low price range of the
stock is shown below:
1995 Price Range 1994 Price Range
High Low High Low
First Quarter $17-3/4 13-1/4 $12-1/2 9-1/2
Second Quarter 16-1/4 13 12-1/4 10-1/4
Third Quarter 16-3/8 9-1/2 14 11
Fourth Quarter 10-1/4 7-1/2 15-1/4 12-3/4
The Company has not paid a cash dividend with respect to shares
of its common stock and has retained its earnings to provide cash
for operations and expansion of its business. Future dividends,
if any, will be determined by the Board of Directors in light of
the circumstances then existing, including the Company's earnings
and financial and general business conditions.
ITEM 6. Selected Financial Data.
Information required for this item is incorporated herein by
reference to Selected Financial Data contained in the Company's
1995 Annual Report to Shareholders, and is included in Exhibit
13.1.
ITEM 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Information required for this item is incorporated herein by
reference to Management's Discussion and Analysis of Financial
Condition and Results of Operations contained in the Company's
1995 Annual Report to Shareholders, and is included in Exhibit
13.1.
ITEM 8. Financial Statements and Supplementary Data.
Information required for this item is incorporated herein by
reference to the Consolidated Financial Statements and Notes to
Consolidated Financial Statements contained in the Company's 1995
Annual Report to Shareholders, and is included in Exhibit 13.1.
PART III
ITEM 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
Not Applicable.
ITEM 10. Directors and Executive Officers of the Registrant.
The information with respect to directors called for by this Item
is contained in the Company's definitive Proxy Statement for its
1996 Annual Meeting of Shareholders and is incorporated herein by
reference.
The information concerning executive officers called for by this
Item is set forth under the caption "Executive Officers of the
Registrant" in Item 1 hereof.
ITEM 11. Executive Compensation.
The information called for by this Item is contained in the
Company's definitive Proxy Statement for its 1996 Annual Meeting
of Shareholders and is incorporated herein by reference.
ITEM 12. Security Ownership of Certain Beneficial Owners and
Management.
The information called for by this Item is contained in the
Company's definitive Proxy Statement for its 1996 Annual Meeting
of Shareholders and is incorporated herein by reference.
ITEM 13. Certain Relationships and Related Transactions.
The information called for by this Item is contained in the
Company's definitive Proxy Statement for its 1996 Annual Meeting
of Shareholders and is incorporated herein by reference.
PART IV
ITEM 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
(a) 1. Financial Statements
The following consolidated financial statements are contained
in the Company's 1995 Annual Report to Shareholders, and are
incorporated herein by reference to Exhibit 13.1:
Consolidated Statements of Operations - Years ended
December 31, 1995, 1994 and 1993
Consolidated Statements of Stockholders' Equity - Years
ended December 31, 1995, 1994 and 1993
Consolidated Balance Sheets - December 31, 1995 and
1994
Consolidated Statements of Cash Flows - Years ended
December 31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements
Independent Auditors' Report
Page
Numbers
(a) 2. Financial Statement Schedules
The following schedule and related independent
auditors' report are included in this Report on Form 10-K:
Independent Auditors' Report 12
II. Valuation and Qualifying Accounts -
Years ended December 31, 1995, 1994
and 1993 13
All other schedules are omitted as the required information is
inapplicable, or the information is presented in the consolidated
financial statements or related notes.
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
LXE Inc.:
Under date of January 19, 1996, we reported on the consolidated
balance sheets of LXE Inc. and subsidiaries as of December 31,
1995 and 1994, and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1995, as
contained in the 1995 annual report to stockholders. These
consolidated financial statements and our report thereon are
incorporated by reference in the annual report on Form 10-K for
the year 1995. In connection with our audits of the
aforementioned consolidated financial statements, we also audited
the related consolidated financial statement schedule as listed
in the accompanying index. This financial statement schedule is
the responsibility of the Company's management. Our
responsibility is to express an opinion on this financial
statement schedule based on our audits.
In our opinion, such financial statement schedule, when
considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material
respects, the information set forth therein.
KPMG Peat Marwick LLP
Atlanta, Georgia
January 19, 1996
Schedule II
LXE Inc.
Valuation and Qualifying Accounts
Years Ended December 31, 1995, 1994 and 1993
(In thousands)
Charged
to
Costs
Beginning and Ending
Classification Balance Expenses Deductions Other Balance
Allowance for
doubtful accounts
December 31, 1995 $ 625 190 (315) - 500
December 31, 1994 $ 300 325 - - 625
December 31, 1993 $ 200 296 (196) - 300
In 1995, deductions represented a reduction of certain non-U.S.
receivables. In 1993, deductions represented a charge-off of the
balance due from customers who discontinued operations.
Allowance for
deferred tax assets
December 31, 1995 $ 47 (47) - - 0
December 31, 1994 $ 77 (30) - - 47
December 31, 1993 $ - 77 - - 77
(a)3. Exhibits
The following exhibits are filed as part of this report:
3.1 Articles of Incorporation of LXE Inc., as amended and
restated March 4, 1991 (incorporated by reference to
Exhibit 3.1 to Registration Statement 33-39264 filed by
the Company on March 6, 1991).
3.2 Bylaws of LXE Inc., as amended and restated March 1,
1991 (incorporated by reference to Exhibit 3.2 to
Registration Statement 33-39264 filed by the Company
on March 6, 1991).
4.1 Agreement with respect to long-term debt pursuant to
Item 601(b)(4)(iii)(A).
4.2 Revolving Credit Agreement dated as of December 15,
1995, by and between LXE Inc. and SunTrust Bank, Atlanta.
10.1 LXE Inc. 1989 Stock Incentive Plan, as amended and restated
March 1, 1991 and further amended through March 6, 1992
(incorporated by reference to Exhibit 19.2 to the Company's
Report on Form 10-Q for the quarter ended March 31, 1992).
10.2 Form of LXE Inc. Stock Option Agreement evidencing
options granted January 1, 1989, to executive officers
(incorporated by reference to Exhibit 10.8 to the
Annual Report on Form 10-K of Electromagnetic Sciences,
Inc. for the fiscal year ended December 31, 1990).
10.3 Form of Stock Option Agreement evidencing options
granted September 26, 1990, to executive officers (incorporated
by reference to Exhibit 19.2 to the Company's Report on
Form 10-Q for the quarter ended June 30, 1991).
10.4 Form of Stock Option Agreement evidencing options
granted September 26, 1990, to John B. Mowell under the
Company's 1989 Stock Incentive Plan (incorporated by
reference to Exhibit 19.3 to the Company's Report on
Form 10-Q for the quarter ended June 30, 1991).
10.5 Form of Stock Option Agreement evidencing options granted in
1992 to executive officers under the LXE Inc. 1989 Stock
Incentive Plan (incorporated by reference to Exhibit 19.1 to
the Company's Report on Form 10-Q for the quarter ended
June 30, 1992).
10.6 Stock Option Agreement evidencing options granted
May 15, 1995, to John J. Farrell, Jr. under the LXE Inc.
1989 Stock Incentive Plan.
10.7 Form of Stock Option Agreement evidencing options granted
automatically to new non-employee members of the Board of
Directors (incorporated by reference to Exhibit 19.4 to the
Company's Report on Form 10-Q for the quarter ended June 30,
1991).
10.8 Form of Restricted Stock Agreement governing the award of
stock to executive officers under the LXE Inc. 1989
Stock Incentive Plan (incorporated by reference to
Exhibit 10.6 to the Company's Annual Report on Form
10-K for the year ended December 31, 1991).
10.9 Form of Director's Indemnification Agreement executed
by and between LXE Inc. and each member of its Board of
Directors (incorporated by reference to Exhibit 19.2 to
the Company's Report on Form 10-Q for the quarter ended
June 30, 1992).
10.10 Form of Officer's Indemnification Agreement executed by
and between LXE Inc. and each of its Chief Financial
Officer and General Counsel (incorporated by reference
to Exhibit No. 19.3 to the Company's Report
on Form 10-Q for the quarter ended June 30, 1992).
10.11 Letters dated April 17, 1995 and April 19, 1995,
between LXE Inc. and John J. Farrell, Jr. concerning
the terms of his employment as President of the
Company (incorporated by reference to Exhibit 10.1 to the
Company's Report on Form 10-Q for the quarter ended
June 30, 1995).
10.12 Services Agreement dated as of January 1, 1995, by and
among LXE Inc., Electromagnetic Sciences, Inc., and EMS
Technologies, Inc.
10.13 Promissory Note dated December 31, 1991, made by LXE
Inc. in favor of Electromagnetic Sciences, Inc., in the
principal amount of $2,747,940.37, and related Deed to
Secure Debt and Security Agreement (incorporated by
reference to Exhibit 10.11 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1992).
10.14 Separation Agreement between the Company and Malcolm M.
Bibby effective December 13, 1994 (incorporated by
reference to Exhibit 10.12 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1994).
13.1 Those portions of the Company's 1995 Annual Report to
Shareholders incorporated by reference into this Annual
Report on Form 10-K.
22.1 Subsidiaries of the Registrant.
23.1 Independent Auditors' Consent to incorporation by
reference in Registration Statements Nos. 33-42009 and
33-41185, each on Form S-8.
(b) Reports on Form 8-K
No Reports on Form 8-K were filed by the Registrant during the
quarter ended December 31, 1995.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly
authorized.
LXE INC.
By: /s/ John J. Farrell, Jr. Date: 3/28/96
John J. Farrell, Jr., President
(Principal Operating Officer)
Pursuant to the requirements of the Securities and 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.
By: /s/ Thomas E. Sharon Date: 3/28/96
Chairman of the Board and Chief
Executive Officer (Principal
Executive Officer)
By: /s/ Don T. Scartz Date: 3/28/96
Vice President and Treasurer
(Principal Financial and
Accounting Officer)
By: /s/ W. Frank Blount Date: 3/28/96
Director
By: /s/ William F. Evans Date: 3/28/96
Director
By: /s/ John B. Mowell Date: 3/28/96
Director
By: /s/ John E. Pippin Date: 3/28/96
Director
By: /s/ Francis X. Stankard Date: 3/28/96
Director