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RTEC » Topics » TABLE OF CONTENTS

These excerpts taken from the RTEC 10-K filed Mar 6, 2009.

TABLE OF CONTENTS


Item No.			Page

PART I
	1.	Business	1
	1A.	Risk Factors	9
	1B.	Unresolved Staff Comments	18
	2.	Properties	19
	3.	Legal Proceedings	19
	4.	Submission of Matters to a Vote of Security Holders	19

PART II
	5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	20
	6.	Selected Financial Data	22
	7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
	7A.	Quantitative and Qualitative Disclosures About Market Risk	33
	8.	Financial Statements and Supplementary Data	33
	9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	34
	9A.	Controls and Procedures	34
	9B.	Other Information	34

PART III
	10.	Directors, Executive Officers and Corporate Governance	35
	11.	Executive Compensation	35
	12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	35
	13.	Certain Relationships and Related Transactions, and Director Independence	35
	14.	Principal Accounting Fees and Services	35

PART IV
	15.	Exhibits and Financial Statement Schedule	36
Signatures
Certifications
EX-21.1: SUBSIDIARIES
EX-23.1: CONSENT OF KPMG LLP
EX-23.2: CONSENT OF ERNST & YOUNG LLP
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION
EX-32.1: CERTIFICATION
EX-32.2: CERTIFICATION

TABLE OF
CONTENTS


Item No.			Page

PART I
	1.	Business	1
	1A.	Risk Factors	9
	1B.	Unresolved Staff Comments	18
	2.	Properties	19
	3.	Legal Proceedings	19
	4.	Submission of Matters to a Vote of Security Holders	19

PART II
	5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	20
	6.	Selected Financial Data	22
	7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
	7A.	Quantitative and Qualitative Disclosures About Market Risk	33
	8.	Financial Statements and Supplementary Data	33
	9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	34
	9A.	Controls and Procedures	34
	9B.	Other Information	34

PART III
	10.	Directors, Executive Officers and Corporate Governance	35
	11.	Executive Compensation	35
	12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	35
	13.	Certain Relationships and Related Transactions, and Director Independence	35
	14.	Principal Accounting Fees and Services	35

PART IV
	15.	Exhibits and Financial Statement Schedule	36
Signatures
Certifications
EX-21.1: SUBSIDIARIES
EX-23.1: CONSENT OF KPMG LLP
EX-23.2: CONSENT OF ERNST & YOUNG LLP
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION
EX-32.1: CERTIFICATION
EX-32.2: CERTIFICATION

These excerpts taken from the RTEC 10-K filed Mar 3, 2008.

TABLE OF CONTENTS


Item No.		Page

	PART I

1.	Business	1
1A.	Risk Factors	9
1B.	Unresolved Staff Comments	19
2.	Properties	19
3.	Legal Proceedings	19
4.	Submission of Matters to a Vote of Security Holders	19

	PART II

5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	20
6.	Selected Financial Data	22
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
7A.	Quantitative and Qualitative Disclosures About Market Risk	33
8.	Financial Statements and Supplementary Data	33
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	33
9A.	Controls and Procedures	33
9B.	Other Information	35

	PART III

10.	Directors, Executive Officers and Corporate Governance	36
11.	Executive Compensation	36
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	36
13.	Certain Relationships and Related Transactions, and Director Independence	36
14.	Principal Accounting Fees and Services	36

	PART IV

15.	Exhibits and Financial Statement Schedule	37

Signatures
Certifications

TABLE OF CONTENTS


Item No.		Page

	PART I

1.	Business	1
1A.	Risk Factors	9
1B.	Unresolved Staff Comments	19
2.	Properties	19
3.	Legal Proceedings	19
4.	Submission of Matters to a Vote of Security Holders	19

	PART II

5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	20
6.	Selected Financial Data	22
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
7A.	Quantitative and Qualitative Disclosures About Market Risk	33
8.	Financial Statements and Supplementary Data	33
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	33
9A.	Controls and Procedures	33
9B.	Other Information	35

	PART III

10.	Directors, Executive Officers and Corporate Governance	36
11.	Executive Compensation	36
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	36
13.	Certain Relationships and Related Transactions, and Director Independence	36
14.	Principal Accounting Fees and Services	36

	PART IV

15.	Exhibits and Financial Statement Schedule	37

Signatures
Certifications

This excerpt taken from the RTEC 8-K filed Dec 21, 2007.

TABLE OF CONTENTS

ARTICLE I SALE AND PURCHASE OF ASSETS; CLOSING
Section 1.01 Assets.
Section 1.02 Liabilities.
Section 1.03 Purchase Price.
Section 1.04 Final Purchase Price; Adjustments.
Section 1.05 Closing Date; Closing Deliveries.
Section 1.06 Third Party Consents.
Section 1.07 Deposits
Section 1.08 Delivery of Books and Records.
Section 1.09 Transfer Taxes.
Section 1.10 ITC Litigation Data.

ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLER
Section 2.01 Organization; Business Locations; Subsidiaries.
Section 2.02 Authority of Seller.
Section 2.03 No Conflicts.
Section 2.04 Governmental Approvals and Filings.
Section 2.05 Books and Records.
Section 2.06 Financial Statements.
Section 2.07 Absence of Changes.
Section 2.08 No Undisclosed Liabilities.
Section 2.09 Legal Proceedings.
Section 2.10 Compliance With Laws and Orders.
Section 2.11 Benefit Plans; ERISA.
Section 2.12 Real Property.
Section 2.13 Tangible Personal Property.
Section 2.14 Intellectual Property Rights.
Section 2.15 Contracts.
Section 2.16 Licenses.
Section 2.17 Insurance; Financial Assurances.
Section 2.18 Affiliated Transactions; Divisions.
Section 2.19 Employees; Labor Relations.
Section 2.20 Environmental Matters.
Section 2.21 Customers and Suppliers.
Section 2.22 Accounts Receivable and Payable; Indebtedness.
Section 2.23 Inventory.
Section 2.24 Vehicles.
Section 2.25 No Guarantees.
Section 2.26 Entire Business.
Section 2.27 Brokers.
Section 2.28 Title to Assets.
Section 2.29 Taxes.
Section 2.30 Product Liability; Warranty.
Section 2.31 Material Adverse Effect.
Section 2.32 Disclosure.
Section 2.33 Investor Representations.
Section 2.34 ITC Litigation.
Section 2.35 No Other Representations.

ARTICLE III REPRESENTATIONS AND WARRANTIES OF PURCHASER 37
Section 3.01 Organization.
Section 3.02 Authority.
Section 3.03 No Conflicts.
Section 3.04 Governmental Approvals and Filings.
Section 3.05 Consideration.
Section 3.06 Legal Proceedings.
Section 3.07 Brokers.
Section 3.08 SEC Reports.

ARTICLE IV COVENANTS OF SELLER
Section 4.01 Fulfillment of Conditions.
Section 4.02 Tax/Bulk Sales Notification.
Section 4.03 Transfer Restrictions.

ARTICLE V COVENANTS OF PURCHASER
Section 5.01 Fulfillment of Conditions.
Section 5.02 Accounts Receivable.

ARTICLE VI CONDITIONS TO OBLIGATIONS OF PURCHASER
Section 6.01 Representations and Warranties.
Section 6.02 Performance.
Section 6.03 Certificates.
Section 6.04 Orders and Laws.
Section 6.05 Regulatory Consents and Approvals.
Section 6.06 Third Party Consents.
Section 6.07 Noncompetition Agreements.
Section 6.08 Deliveries.
Section 6.09 Proceedings.
Section 6.10 Opinion Letter.
Section 6.11 Sublease.
Section 6.12 License Agreements.
Section 6.13 Transition Services Agreement.
Section 6.14 UCC-3 Termination Statements.
Section 6.15 Joint Defense Agreement.
Section 6.16 Withdrawal of S-1 Filing.
Section 6.17 Registration Rights Agreement.
Section 6.18 PMC Component Documents

ARTICLE VII CONDITIONS TO OBLIGATIONS OF SELLER
Section 7.01 Representations and Warranties.
Section 7.02 Performance.
Section 7.03 Certificates.
Section 7.04 Orders and Laws.
Section 7.05 Regulatory Consents and Approvals.
Section 7.06 Third Party Consents.
Section 7.07 Deliveries.
Section 7.08 Proceedings.
Section 7.09 Opinion Letter.
Section 7.10 Sublease.
Section 7.11 License Agreement.
Section 7.12 Transition Services Agreement.
Section 7.13 Joint Defense Agreement.
Section 7.14 Registration Rights Agreement.
Section 7.15 PMC Component Documents.
Section 7.16 Tax Certificates.

ARTICLE VIII EMPLOYEE, TAX AND POST-CLOSING MATTERS
Section 8.01 Employment; Severance Obligations.
Section 8.02 Tax Matters.
Section 8.03 Public Announcements.
Section 8.04 ITC Litigation.
Section 8.05 Further Assurances.
Section 8.06 Accounts Payable; Accounts Receivable.
Section 8.07 Use of Names.
Section 8.08 Noncompetition and Confidentiality.
Section 8.09 IT Systems.
Section 8.10 Distributor Agreements.

ARTICLE IX SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 9.01 Survival Period.

ARTICLE X INDEMNIFICATION
Section 10.01 Indemnification.
Section 10.02 Method of Asserting Claims.

ARTICLE XI MISCELLANEOUS
Section 11.01 Notices.
Section 11.02 Construction.
Section 11.03 Entire Agreement.
Section 11.04 Expenses.
Section 11.05 Confidentiality.
Section 11.06 Waiver.
Section 11.07 Amendment.
Section 11.08 No Third Party Beneficiary.
Section 11.09 No Assignment; Binding Effect.
Section 11.10 Headings.
Section 11.11 Consent to Jurisdiction; Service of Process.
Section 11.12 Invalid Provisions.
Section 11.13 Exhibits and Schedules.
Section 11.14 Governing Law.
Section 11.15 Counterparts.
Section 11.16 Joint and Several Obligation.

Exhibits:

Exhibit A - Definitions
Exhibit B - List of Assigned Contracts
Exhibit C - [Intentionally Omitted]
Exhibit D - Base Net Asset Statement
Exhibit E - Estimated Net Asset Statement
Exhibit F - List of Unaudited Financial Statements
Exhibit G - Form of Seller Bring-Down Certificate
Exhibit H - Form of Seller Closing Certificate
Exhibit I - Employees Executing Noncompetition Agreements
Exhibit J - Form of Seller's Opinion of Counsel
Exhibit K - Form of Purchaser Bring-Down Certificate
Exhibit L - Form of Purchaser Closing Certificate
Exhibit M - Form of Purchaser's Opinion of Counsel
Exhibit N - List of Employees being Offered Employment
Exhibit O - Press Release

Disclosure Schedules

Section 1.01(a)(i) - Accounts Receivable
Section 1.01(a)(ii) - Tangible Personal Property
Section 1.01(a)(iii) - Inventory
Section 1.01(a)(v) - Prepaid Expenses
Section 1.01(a)(viii) - Licenses
Section 1.01(a)(ix) - Lessee Security Deposits
Section 1.01(a)(xiii) - Long Term Assets
Section 1.01(b)(vi)- Distributor Agreements
Section 1.01(b)(viii) - Exclusive Life Science Assets
Section 1.02(a)(i) - Capital Lease Obligations
Section 1.02(a)(ii) - Semiconductor Accounts Payable
Section 1.02(a)(iv) - Accrued Liabilities
Section 1.02(a)(vi) - Assumed Employee Liabilities
Section 1.02(b)(i) - Seller Accounts Payable
Section 2.01 - Organization; Business Locations; Subsidiaries
Section 2.03 - Conflicts; Violations
Section 2.04 - Seller Governmental Approvals and Filings
Section 2.05 - Business Books and Records
Section 2.07 - Absence of Changes
Section 2.08 - Undisclosed Liabilities
Section 2.09 - Legal Proceedings
Section 2.10 - Compliance with Laws and Orders
Section 2.11- Benefit Plans; ERISA Matters
Section 2.12 - Real Property
Section 2.13 - Tangible Personal Property
Section 2.14(b) - Trademarks, Patents, Etc.
Section 2.14(c) - Intellectual Property Licenses
Section 2.14(d) - Ownership of Intellectual Property
Section 2.14(e) - Intellectual Property Claims
Section 2.14(f) - Seller Actions and Proceedings
Section 2.14(g) - Authorship of Intellectual Property
Section 2.14(h) - Commercial Software
Section 2.15(a) - Material Contracts
Section 2.15(b) - Breach of Contracts
Section 2.15(c) - Termination Rights under Contracts
Section 2.16 - Licenses
Section 2.17(a) - Insurance
Section 2.17(b) - Financial Assurance Obligations
Section 2.18 - Affiliated Transactions
Section 2.19 - Employees
Section 2.20 - Environmental Matters
Section 2.21 - Customers and Suppliers
Section 2.22(a) - Accounts Receivable
Section 2.22(b) - Indebtedness
Section 2.23 - Ownership of Inventory
Section 2.24 - Vehicles
Section 2.25 - Guaranteed Obligations
Section 2.26 - Shared Facilities
Section 2.28 - Title to Assets
Section 2.29(a) - Tax Returns
Section 2.29(b) - Tax Audits
Section 2.29(c) - Proposed Tax Assessments
Section 2.30 - Product Liability and Warranty Claims
Section 2.34 - ITC Litigation
Section 3.03(c) - Purchaser Consents
Section 3.04 - Purchaser Governmental Approvals and Filings

This excerpt taken from the RTEC 8-K filed Aug 1, 2007.

TABLE OF CONTENTS

		Page
ARTICLE I	CORPORATE OFFICES	1
1.1	REGISTERED OFFICE	1
1.2	OTHER OFFICES	1

ARTICLE II	MEETINGS OF STOCKHOLDERS	1
2.1	PLACE OF MEETINGS	1
2.2	ANNUAL MEETING	1
2.3	SPECIAL MEETING	1
2.4	NOTICE OF STOCKHOLDERS' MEETINGS	3
2.5	ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS	3
2.6	MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE	6
2.7	QUORUM	7
2.8	ADJOURNED MEETING; NOTICE	7
2.9	CONDUCT OF BUSINESS	7
2.10	VOTING	8
2.11	WAIVER OF NOTICE	8
2.12	RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS	8
2.13	PROXIES	9
2.14	LIST OF STOCKHOLDERS ENTITLED TO VOTE	9
2.15	INSPECTORS OF ELECTIONS	9

ARTICLE III	DIRECTORS	10
3.1	POWERS	10
3.2	NUMBER OF DIRECTORS	10
3.3	ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS	10
3.4	RESIGNATION AND VACANCIES	11
3.5	PLACE OF MEETINGS; MEETINGS BY TELEPHONE	11
3.6	REGULAR MEETINGS	12
3.7	SPECIAL MEETINGS; NOTICE	12
3.8	QUORUM	12
3.9	WAIVER OF NOTICE	12
3.10	ACTION BY UNANIMOUS CONSENT OF DIRECTORS	13
3.11	FEES AND COMPENSATION OF DIRECTORS	13
3.12	REMOVAL OF DIRECTORS	13

ARTICLE IV	COMMITTEES	13
4.1	COMMITTEES OF DIRECTORS	13
4.2	COMMITTEE MINUTES	14
4.3	MEETINGS AND ACTION OF COMMITTEES	14

ARTICLE V	OFFICERS	14
5.1	OFFICERS	14
5.2	APPOINTMENT OF OFFICERS	14
5.3	SUBORDINATE OFFICERS	14
5.4	REMOVAL AND RESIGNATION OF OFFICERS; FILLING VACANCIES	15
5.5	CHAIRMAN OF THE BOARD	15
5.6	CHIEF EXECUTIVE OFFICER	15
5.7	PRESIDENT	15
5.8	VICE PRESIDENTS	16
5.9	SECRETARY	16
5.10	CHIEF FINANCIAL OFFICER	16
5.11	ASSISTANT SECRETARY	17
5.12	ASSISTANT TREASURER	17
5.13	REPRESENTATION OF SHARES OF OTHER CORPORATIONS	17
5.14	AUTHORITY AND DUTIES OF OFFICERS	17

ARTICLE VI	INDEMNITY	17
6.1	THIRD PARTY ACTIONS	17
6.2	ACTIONS BY OR IN THE RIGHT OF THE CORPORATION	18
6.3	SUCCESSFUL DEFENSE	19
6.4	PAYMENT OF EXPENSES IN ADVANCE	19
6.5	CLAIMS	19
6.6	INDEMNITY NOT EXCLUSIVE	19
6.7	INSURANCE	19
6.8	OTHER SOURCES	20
6.9	THE CORPORATION	20
6.10	EMPLOYEE BENEFIT PLANS	20
6.11	CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES	20

ARTICLE VII	RECORDS AND REPORTS	21
7.1	MAINTENANCE AND INSPECTION OF RECORDS	21
7.2	INSPECTION BY DIRECTORS	21
7.3	ANNUAL STATEMENT TO STOCKHOLDERS	21

ARTICLE VIII	GENERAL MATTERS	22
8.1	CHECKS	22
8.2	EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS	22
8.3	STOCK CERTIFICATES; PARTLY PAID SHARES	23
8.4	SPECIAL DESIGNATION ON CERTIFICATES	23
8.5	LOST CERTIFICATES	23
8.6	CONSTRUCTION; DEFINITIONS	23
8.7	DIVIDENDS	23
8.8	FISCAL YEAR	24
8.9	SEAL	24
8.10	TRANSFER OF STOCK	24
8.11	STOCK TRANSFER AGREEMENTS	24
8.12	REGISTERED STOCKHOLDERS	24

ARTICLE IX	AMENDMENTS	24

This excerpt taken from the RTEC 10-K filed Feb 23, 2007.

TABLE OF CONTENTS


Item No.		Page

	PART I

1.	Business	1
1A.	Risk Factors	9
1B.	Unresolved Staff Comments	19
2.	Properties	19
3.	Legal Proceedings	20
4.	Submission of Matters to a Vote of Security Holders	20

	PART II

5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	21
6.	Selected Financial Data	23
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
7A.	Quantitative and Qualitative Disclosures About Market Risk	34
8.	Financial Statements and Supplementary Data	34
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	34
9A.	Controls and Procedures	34
9B.	Other Information	37

	PART III

10.	Directors, Executive Officers and Corporate Governance	37
11.	Executive Compensation	37
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	37
13.	Certain Relationships and Related Transactions, and Director Independence	37
14.	Principal Accounting Fees and Services	37

	PART IV

15.	Exhibits and Financial Statement Schedule	37

Signatures
Certifications

This excerpt taken from the RTEC 10-K filed Mar 16, 2006.

TABLE OF CONTENTS


Item No.		Page
PART I

1.	Business	1
1A.	Risk Factors	8
1B.	Unresolved Staff Comments	17
2.	Properties	18
3.	Legal Proceedings	18
4.	Submission of Matters to a Vote of Security Holders	18

PART II

5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	19
6.	Selected Financial Data	20
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
7A.	Quantitative and Qualitative Disclosures About Market Risk	28
8.	Financial Statements and Supplementary Data	29
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	29
9A.	Controls and Procedures	29
9B.	Other Information	30

PART III

10.	Directors and Executive Officers of the Registrant	31
11.	Executive Compensation	31
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	31
13.	Certain Relationships and Related Transactions	31
14.	Principal Accounting Fees and Services	31

PART IV

15.	Exhibits and Financial Statement Schedules	32

Signatures
Certifications

This excerpt taken from the RTEC 10-K filed Mar 15, 2005.

TABLE OF CONTENTS


Item No.		Page
PART I

1.	Business	1
2.	Properties	16
3.	Legal Proceedings	17
4.	Submission of Matters to a Vote of Security Holders	17

PART II

5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	18
6.	Selected Financial Data	19
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	20
7A.	Quantitative and Qualitative Disclosures about Market Risk	27
8.	Financial Statements and Supplementary Data	28
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	28
9A.	Controls and Procedures	28
9B.	Other Information	29

PART III

10.	Directors and Executive Officers of the Registrant	30
11.	Executive Compensation	30
12.	Security Ownership of Certain Beneficial Owners and Management	30
13.	Certain Relationships and Related Transactions	30
14.	Principal Accounting Fees and Services	30

PART IV

15.	Exhibits and Financial Statement Schedules	31

Signatures
Certifications

EXCERPTS ON THIS PAGE:

10-K (2 sections)	Mar 6, 2009

10-K (2 sections)	Mar 3, 2008

8-K	Dec 21, 2007

8-K	Aug 1, 2007

10-K	Feb 23, 2007

10-K	Mar 16, 2006

10-K	Mar 15, 2005

Rudolph Technologies (RTEC)

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