1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q (MARK ONE) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1995, OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO ________ COMMISSION FILE NO. 0-10235 GENTEX CORPORATION (Exact name of registrant as specified in its charter) MICHIGAN 38-2030505 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 600 N. CENTENNIAL, ZEELAND, MICHIGAN 49464 (Address of principal executive offices) (Zip Code) (616) 772-1800 (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) 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 --------- --------- APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No --------- --------- APPLICABLE ONLY TO CORPORATE USERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Shares Outstanding Class at October 13, 1995 ----- ------------------- Common Stock, $0.06 Par Value 16,851,936 Exhibit Index located at page 12 1
2 PART I. FINANCIAL INFORMATION ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS GENTEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS At September 30, 1995 and December 31, 1994 <TABLE> <CAPTION> ASSETS September 30, 1995 December 31, 1994 ------------------ ----------------- <S> <C> <C> CURRENT ASSETS Cash and cash equivalents $12,456,645 $11,183,991 Short term investments 19,344,636 8,146,964 Accounts receivable, net 14,194,599 11,086,980 Inventories 5,763,297 5,303,552 Prepaid expenses and other 865,995 715,466 ------------ ----------- Total current assets 52,625,172 36,436,953 PLANT AND EQUIPMENT - NET 18,077,994 17,172,523 OTHER ASSETS Long-term investments 28,362,496 26,282,085 Patents and other assets, net 2,106,842 598,918 ------------ ----------- Total other assets 30,469,338 26,881,003 ------------ ----------- Total assets $101,172,504 $80,490,479 ============ =========== <CAPTION> LIABILITIES AND SHAREHOLDERS' INVESTMENT <S> <C> <C> CURRENT LIABILITIES Accounts payable $5,038,498 $4,115,391 Accrued liabilities 6,772,811 4,621,936 ------------ ----------- Total current liabilities 11,811,309 8,737,327 DEFERRED INCOME TAXES 997,923 377,691 SHAREHOLDERS' INVESTMENT Common stock 1,011,116 990,569 Additional paid-in capital 36,426,589 31,875,455 Other shareholders' equity 50,925,567 38,509,437 ------------ ----------- Total shareholders' investment 88,363,272 71,375,461 ------------ ----------- Total liabilities and shareholders' investment $101,172,504 $80,490,479 ============ =========== </TABLE> See accompanying notes to condensed consolidated financial statements. 2
3 GENTEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME <TABLE> <CAPTION> Three Months Ended Nine Months Ended September 30 September 30 --------------------- ---------------------- 1995 1994 1995 1994 ---- ---- ---- ---- <S> <C> <C> <C> <C> NET SALES $26,800,804 $23,092,959 $78,864,491 $64,960,431 COST OF GOODS SOLD 16,381,157 13,652,274 47,754,591 37,229,039 ----------- ----------- ----------- ----------- Gross profit 10,419,647 9,440,685 31,109,900 27,731,392 OPERATING EXPENSES: Research and development 1,433,673 1,244,969 4,353,045 3,664,214 Selling, general & administrative 2,998,945 2,671,366 9,412,245 7,132,428 ----------- ----------- ----------- ----------- Total operating expenses 4,432,618 3,916,335 13,765,290 10,796,642 ----------- ----------- ----------- ----------- Income from operations 5,987,029 5,524,350 17,344,610 16,934,750 OTHER INCOME (EXPENSE) Interest, net 743,323 452,177 2,057,260 1,110,869 Other 8,309 3,837 60,410 61,332 ----------- ----------- ----------- ----------- Total other income 751,632 456,014 2,117,670 1,172,201 ----------- ----------- ----------- ----------- Income before provision for federal income taxes 6,738,661 5,980,364 19,462,280 18,106,951 PROVISION FOR FEDERAL INCOME TAXES 2,161,000 2,003,000 6,301,000 6,038,000 ----------- ----------- ----------- ----------- NET INCOME $ 4,577,661 $ 3,977,364 $13,161,280 $12,068,951 =========== =========== =========== =========== EARNINGS PER SHARE $0.27 $0.23 $0.77 $0.71 WEIGHTED DAILY AVERAGE OF COMMON STOCK OUTSTANDING 17,209,184 17,008,495 17,112,874 16,969,747 </TABLE> See accompanying notes to condensed consolidated financial statements. 3
4 GENTEX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Nine Months Ended September 30, 1995 and 1994 <TABLE> <CAPTION> 1995 1994 ---------- ---------- <S> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES: Net income $13,161,280 $12,068,951 Adjustments to reconcile net income to net cash provided by operating activities- Depreciation and amortization 2,370,799 2,223,254 Gain on disposal of equipment (8,107) (3,700) Deferred income taxes 522,199 391,428 Amortization of deferred compensation 224,997 268,801 Change in assets and liabilities: Accounts receivable, net (3,107,619) (3,683,121) Inventories (459,745) (847,771) Prepaid expenses and other (52,496) 65,995 Accounts payable 923,107 2,870,030 Accrued liabilities 2,150,875 623,427 ----------- ----------- Net cash provided by operating activities 15,725,290 13,977,294 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Decrease (Increase) in short-term investments (11,197,672) 1,302,214 Plant and equipment additions (3,190,567) (2,786,956) Proceeds from sale of plant and equipment 5,000 3,700 Increase in long-term investments (2,131,974) (11,680,407) Increase in other assets (1,577,879) (86,552) ----------- ----------- Net cash used for investing activities (18,093,092) (13,248,001) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of common stock and tax benefit of stock plan transactions 3,640,456 4,090,485 ----------- ----------- Net cash provided by financing activities 3,640,456 4,090,485 ----------- ----------- NET INCREASE IN CASH AND CASH EQUIVALENTS 1,272,654 4,819,778 CASH AND CASH EQUIVALENTS, beginning of period 11,183,991 5,979,530 ----------- ----------- CASH AND CASH EQUIVALENTS, end of period $12,456,645 $10,799,308 =========== =========== </TABLE> See accompanying notes to condensed consolidated financial statements. 4
5 GENTEX CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (1) The condensed consolidated financial statements included herein have been prepared by the Registrant, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Registrant believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Registrant's 1994 annual report on Form 10-K. (2) In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only a normal and recurring nature, necessary to present fairly the financial position of the Registrant as of September 30, 1995, and December 31, 1994, and the results of operations and cash flows for the interim periods presented. (3) Inventories consisted of the following at the respective quarter end: <TABLE> <CAPTION> September 30, 1995 December 31, 1994 ------------------ ----------------- <S> <C> <C> Raw materials $3,540,685 $3,568,074 Work-in-process 260,065 275,183 Finished goods 1,962,547 1,460,295 ---------- ---------- $5,763,297 $5,303,552 ========== ========== </TABLE> (4) The Company owns four U.S. Patents for automatic mirrors and electrochromic devices that were the subject of patent infringement claims asserted against Donnelly Corporation ("Donnelly") during 1990 to 1993. All of those claims, except for the patent infringement claim against the Donnelly "Polychromic" rearview mirror, were either adjudicated or resolved in a May 1993 settlement. Gentex received $3.6 million in damages and settlement fees. Despite the May 1993 settlement agreement, in November 1993, Donnelly requested that the U.S. Patent and Trademark office (USPTO) re-examine certain claims it had granted to Gentex in the Company's U.S. Patent No. 5,128,799. The USPTO agreed to do so, which is not unusual, and that re-examination is proceeding. In the case of Gentex Corporation vs. Donnelly Corporation (No. 1:93 CV 430), filed in U.S. District Court for the Western District of Michigan, Southern Division, the patent infringement claim against Donnelly's "Polychromic" rearview mirror was adjudicated by the Federal District Court in March 1994, when it granted Donnelly's motion for summary judgment of non-infringement of Gentex U.S. Patent No. 5,128,799 by the Donnelly "Polychromic" rearview mirror. However, Gentex appealed that March 1994 judgment to the Court of Appeals for the Federal Circuit. Oral arguments were heard on that appeal in November 1994, and a decision is pending. The Company also is in litigation with Donnelly on the July 1993 and October 1994 suits Donnelly filed for alleged patent infringement by the Company's products. The July 1993 case of Donnelly Corporation vs. Gentex Corporation (No. 1:93 CV 530), filed in U.S. District Court for the Western District of Michigan, Southern Division, is related to alleged infringement of three Donnelly patents directed to the use of lights in mirrors ("light and rearview mirror assembly patents") and of one Donnelly patent directed to the use of a rearview mirror with a dark or color-matched seal ("dark or color-matched seal patent"). The Company responded to this suit and denied infringement of each patent, asserting that the Donnelly patents are invalid and unenforceable and asserting that Donnelly had failed to comply with the patent marking statute, precluding recovery of pre-suit damages. 5
6 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONT.) (4) (Cont.) From May 1994 to April 1995, both parties filed a number of motions on issues related to the July 1993 case. The Court ruled on the majority of those motions in August and September 1995. The motions and decisions were as follows: A. May 1994: Donnelly made a motion for a preliminary injunction against the Company's alleged infringement of the Donnelly dark or color-matched seal patent. In a September 25, 1995, order, the Court denied this motion. B. June 1994: Gentex made a motion for summary judgment of invalidity of that same patent. In an August 29, 1995, order, the Court denied this motion and vacated the October 1995 trial date. This case has now been set for a jury trial in the February 1996 term. C. April 1995: Gentex made motions (1) for summary judgment of the non-infringement and invalidity of the three Donnelly light and rearview mirror assembly patents, and (2) for partial summary judgment precluding Donnelly from recovering any damages for certain acts of alleged infringement. In the August 29, 1995, order, the Court granted the Company's motion for summary judgment of invalidity of two of the three Donnelly light and rearview mirror assembly patents [C.(1)] and dismissed Donnelly's claim for infringement of the third light and rearview mirror assembly patent without prejudice, noting that Donnelly desired to abandon that claim. In the September 25, 1995, order, the Court denied Gentex's motions for partial summary judgment [C.(2)], noting that its August 29, 1995, order granting summary judgment of patent invalidity resolved some of Gentex's motions regarding damages. D. April 1995: Donnelly filed motions for partial summary judgment seeking to dismiss certain defenses asserted by the Company (1) against the dark or color-matched seal patent and (2) against two of the light and rearview mirror assembly patents. Donnelly also filed motions seeking summary judgment of alleged infringement of (3) the dark or color-matched seal patent, and (4) one of the light and rearview mirror assembly patents. (5) Donnelly also made a motion for summary judgment that Donnelly had properly marked its electrochromic mirrors. In the August 29, 1995, order, the Court denied Donnelly motions D.(1), D.(2) and D.(4). In the September 25, 1995, order, the Court denied Donnelly motion D.(3) and granted Donnelly motion D.(5). In the October 1994 case of Donnelly Corporation vs. Gentex Corporation (No. 1:94 CV 695), filed in U.S. District Court for the Western District of Michigan, Southern Division, Donnelly's complaint, as amended, alleged that the Company's rearview mirror products infringe three Donnelly patents directed to the use of ultraviolet stabilizers to protect electrochromic mirrors from the harmful effects of ultraviolet radiation (U.S. Patent Nos. 5,355,245, 5,340,503 and 5,073,012). Donnelly also made a motion for a preliminary injunction. The Company responded to this suit, denying infringement and asserting that the Donnelly patents are invalid and unenforceable because Donnelly engaged in inequitable conduct before the U.S. Patent and Trademark Office in obtaining these patents. This case is in the discovery stage and no trial date has been scheduled. In June 1995, the Company filed suit against Donnelly Corporation (No. 4:95 CV 120) in the U.S. District Court for the Western District of Michigan, Southern Division, for a judgment declaring three Donnelly patents to be invalid and not infringed by the Company. Two of those Donnelly patents are directed to rearview mirrors having an optical display, such as a compass heading readout ("compass mirror patents"), and the other Donnelly patent is directed to rearview mirrors made with a certain type of glass coating ("color suppressed coating patent"). After limited discovery in this case, on September 7, 1995, Donnelly counterclaimed alleging that the Company's products infringe one of its compass mirror patents and its color suppressed coating patent. On October 18, 1995, the Company filed a motion for summary judgment of patent invalidity with respect to the two compass mirror patents. Oral argument on that motion is scheduled for February 27, 1996. Discovery is just beginning in this case and no trial date has been scheduled. While the ultimate results of patent litigation cannot be predicted with certainty, management believes that they will not have a material adverse effect on the Company's financial statements. 6
7 GENTEX CORPORATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS: THIRD QUARTER 1995 VERSUS THIRD QUARTER 1994 Net Sales. Net sales for the third quarter of 1995 increased by approximately $3,708,000, or 16%, when compared with the third quarter last year. Net sales of the Company's automotive mirrors increased by 26% as automatic mirror unit shipments increased from approximately 425,000 in the third quarter of 1994 to 542,000 in the current quarter. This increase primarily reflected increased penetration on domestic and foreign 1996 model year vehicles for interior and exterior electrochromic Night Vision Safety(TM) (NVS(R)) Mirrors. Net sales of the Company's fire protection products decreased 17%, primarily due to reduced shipments of its strobe warning light to a major customer that has developed its own strobe product. Cost of Goods Sold. As a percentage of net sales, cost of goods sold increased from 59% in the third quarter of 1994 to 61% for the comparable period in 1995. This increased percentage primarily reflects automotive customer price reductions for the 1995 and 1996 model years and changes in the Company's product mix of automotive mirror shipments. Operating Expenses. Research and development expenses increased approximately $189,000, but remained at 5% of net sales, when compared with the same quarter last year, primarily reflecting additional staffing and contractual research and engineering services. Selling, general and administrative expenses increased approximately $328,000, but decreased from 12% to 11% of net sales, when compared with the third quarter of 1994. This increased expense primarily reflected higher patent litigation legal expense accruals of $950,000, compared to $730,000 last year. Other Income - Net. Other income increased by approximately $296,000 when compared with the third quarter of 1994, primarily due to the higher investable fund balances and higher interest rates. NINE MONTHS ENDED SEPTEMBER 30, 1995 VERSUS NINE MONTHS ENDED SEPTEMBER 30, 1994 Net Sales. Net sales for the nine months ended September 30, 1995, increased by approximately $13,904,000, or 21%, when compared to the same period last year. Net sales of the Company's automotive mirrors increased by 29% as automatic mirror unit shipments increased from approximately 1,264,000 in the first nine months of 1994 to 1,567,000 in the first nine months of 1995. This increase primarily reflected increased penetration on domestic and foreign 1995 and 1996 model year vehicles for interior and exterior electrochromic Night Vision Safety(TM) (NVS(R)) Mirrors. Net sales of the Company's fire protection products decreased 6% as reduced shipments of its strobe warning light to a major customer that has developed its own strobe more than offset a 15% sales increase to other customers. Cost of Goods Sold. As a percentage of net sales, cost of goods sold increased from 57% in the first nine months of 1994 to 61% for the comparable period in 1995. This increased percentage primarily reflects automotive customer price reductions for the 1995 and 1996 model years and changes to the Company's product mix of automotive mirror shipments. Operating Expenses. For the nine months ended September 30, 1995, research and development expenses increased approximately $689,000, but remained at 6% of net sales, when compared to the same period last year, primarily reflecting additional staffing and contractual research and engineering services. Selling, general and administrative expenses increased approximately $2,280,000, and increased from 11% to 12% of net sales, when compared to the first nine months of 1994. This increased expense primarily reflected higher patent litigation legal expense accruals of $3,050,000, compared to $1,300,000 last year. 7
8 ITEM 2. RESULTS OF OPERATIONS (CONT.) : NINE MONTHS ENDED SPETEMBER 30, 1995 VERSUS NINE MONTHS ENDED SEPTEMBER 30, 1994 (CONT.) Other Income - Net. Other income for the nine months ended September 30, 1995, increased by approximately $946,000 as compared to the first nine months of 1994, primarily due to the higher investable fund balances and higher interest rates. FINANCIAL CONDITION: Management considers the Company's working capital and long-term investments totaling approximately $69,176,000 at September 30, 1995, together with internally generated cash flow and an unsecured $5,000,000 line of credit from a bank, to be sufficient to cover anticipated cash needs for the foreseeable future. TRENDS AND DEVELOPMENTS: The Company currently supplies NVS(R) Mirrors to BMW, Chrysler Corporation, Ford Motor Company and General Motors Corporation under long-term contracts. The General Motors contract is through the 1998 model year, and the contracts with BMW are for the four-year period ending March 31, 1999. The term of the Ford contract is through December 1999, and the Chrysler contract runs through the 1999 Model Year. The Company has agreed to price reductions over the life of its long-term contracts and continues to experience pricing pressures from its automotive customers, which have affected, and which will continue to affect its margins to the extent that the Company is unable to offset the price reductions with productivity improvements, engineering cost reductions and increases in unit sales volume. In addition, the Company continues to experience pressure for raw material cost increases. The total costs to defend the Company in the July 1993, October 1994 and June 1995 suits involving certain patents owned by Donnelly Corporation will be affected by the duration and activity level, and are not determinable at this time. However, if the current activity level continues, management currently believes that patent litigation expenses will be incurred at the ongoing level of approximately $1,000,000 per quarter. 8
9 PART II. OTHER INFORMATION Item 1. Legal Proceedings In June 1995, the Company filed suit against Donnelly Corporation (No. 4:95 CV 120) in the U.S. District Court for the Western District of Michigan, Southern Division, for a judgment declaring three Donnelly patents to be invalid and not infringed by the Company. Two of those Donnelly patents (U.S. Patent Nos. 5,416,313 and 5,285,060) are directed to rearview mirrors having an optical display, such as a compass heading readout ("compass mirror patents"), and the other Donnelly patent (U.S. Patent No. 5,424,865) is directed to rearview mirrors made with a certain type of glass coating ("color suppressed coating patent"). After limited discovery in this case, on September 7, 1995, Donnelly counterclaimed alleging that the Company's products infringe one of its compass mirror patents (U.S. Patent No. 5,416,313) and its color suppressed coating patent (U.S. Patent No. 5,424,865). On October 18, 1995, the Company filed a motion for summary judgment of invalidity with respect to the two compass mirror patents. Oral argument on that motion is scheduled for February 27, 1996. Discovery is just beginning in this case and no trial date has been scheduled. From May 1994 to April 1995, both parties filed a number of motions on issues related to the July 1993 case (Donnelly Corporation vs. Gentex Corporation (No. 1:93 CV 530). The Court ruled on those motions in August and September 1995. The motions and decisions were as follows: A. May 1994: Donnelly made a motion for a preliminary injunction against the Company's alleged infringement of the Donnelly dark or color-matched seal patent. In a September 25, 1995, order, the Court denied this motion. B. June 1994: Gentex made a motion for summary judgment of invalidity of that same patent. In an August 29, 1995, order, the Court denied this motion and vacated the October 1995 trial date. This case has now been set for a jury trial in the February 1996 term. C. April 1995: Gentex made motions (1) for summary judgment of the non-infringement and invalidity of the three Donnelly light and rearview mirror assembly patents, and (2) for partial summary judgment precluding Donnelly from recovering any damages for certain acts of alleged infringement. In the August 29, 1995, order, the Court granted the Company's motion for summary judgment of invalidity of two of the three Donnelly light and rearview mirror assembly patents [C.(1)] and dismissed Donnelly's claim for infringement of the third light and rearview mirror assembly patent without prejudice, noting that Donnelly desired to abandon that claim. In the September 25, 1995, order, the Court denied Gentex's motions for partial summary judgment [C.(2)], noting that its August 29, 1995, order granting summary judgment of patent invalidity resolved some of Gentex's motions regarding damages. D. April 1995: Donnelly filed motions for partial summary judgment seeking to dismiss certain defenses asserted by the Company (1) against the dark or color-matched seal patent and (2) against two of the light and rearview mirror assembly patents. Donnelly also filed motions seeking summary judgment of alleged infringement of (3) the dark or color-matched seal patent, and (4) one of the light and rearview mirror assembly patents. (5) Donnelly also made a motion for summary judgment that Donnelly had properly marked its electrochromic mirrors. In the August 29, 1995, order, the Court denied Donnelly motions D.(1), D.(2), and D.(4). In the September 25, 1995, order, the Court denied Donnelly motion D.(3) and granted Donnelly motion D.(5). 9
10 PART II. OTHER INFORMATION Item 1. Legal Proceedings (cont.) On August 10, 1995, Donnelly amended its complaint in the October 1994 case of Donnelly vs. Gentex (No. 1:94 CV 695) to allege infringement of a third Donnelly patent (U.S. Patent No. 5,073,012), also directed to the use of ultraviolet stabilizers to protect electrochromic mirrors from the harmful effects of ultraviolet radiation. Item 6. Exhibits and Reports on Form 8-K (a) See Exhibit Index on Page 12. (b) No reports on Form 8-K were filed during the three months ended September 30, 1995. 10
11 SIGNATURES Pursuant to the requirements 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. GENTEX CORPORATION Date 11/01/95 /s/ Fred T. Bauer ------------- ------------------------ Fred T. Bauer Chairman and Chief Executive Officer Date 11/01/95 /s/ Enoch C. Jen ------------- ------------------------ Enoch C. Jen Vice President-Finance, Principal Financial and Accounting Officer 11
12 EXHIBIT INDEX <TABLE> <CAPTION> EXHIBIT NO. DESCRIPTION - ----------- ----------- <S> <C> 3(a)(1) Registrant's Articles of Incorporation were filed in 1981 as Exhibit 2(a) to a Registration Statement on Form S-18 (Registration No. 2-74226C), an Amendment to those Articles was filed as Exhibit 3 to Registrant's Report on Form 10-Q in August of 1985, an additional Amendment to those Articles was filed as Exhibit 3(a)(i) to Registrant's Report on Form 10-Q in August of 1987, and an additional Amendment to those Articles was filed as Exhibit 3(a)(2) to Registrant's Report on Form 10-K dated March 10, 1992, all of which are hereby incorporated herein by reference. 3(a)(2) Amendment to Articles of Incorporation, adopted on May 12, 1994, was filed as Exhibit 3(a)(2) to Registrant's Report on Form 10-Q dated April 28, 1995, and the same is hereby incorporated herein by reference. 3(b) Registrant's Bylaws as amended and restated August 18, 1995. 4(a) A specimen form of certificate for the Registrant's common stock, par value $.06 per share, was filed as part of a Registration Statement on Form S-18 (Registration No. 2-74226C) as Exhibit 3(a), as amended by Amendment No. 3 to such Registration Statement, and the same is hereby incorporated herein by reference. 4(b) Shareholder Protection Rights Agreement, dated as of August 26, 1991, including as Exhibit A the form of Certificate of Adoption of Resolution Establishing Series of Shares of Junior Participating Preferred Stock of the Company, and as Exhibit B the form of Rights Certificate and of Election to Exercise, was filed as Exhibit 4(b) to Registrant's report on Form 8-K on August 20, 1991, and the same is hereby incorporated herein by reference. 4(b)(1) First Amendment to Shareholder Protection Rights Agreement, effective April 1, 1994, was filed as Exhibit 4(b)(1) to Registrant's report on Form 10-Q on April 29, 1994, and the same is hereby incorporated herein by reference. 10(a)(1) A Lease dated August 15, 1981, was filed as part of a Registration Statement (Registration Number 2-74226C) as Exhibit 9(a)(1), and the same is hereby incorporated herein by reference. 10(a)(2) A First Amendment to Lease dated June 28, 1985, was filed as Exhibit 10(m) to Registrant's Report on Form 10-K dated March 18, 1986, and the same is hereby incorporated herein by reference. *10(b)(1) Gentex Corporation Qualified Stock Option Plan (as amended and restated, effective May 11, 1995), was filed as Exhibit 10(b)(1) to Registrant's Report on Form 10-Q dated August 1, 1995, and the same is hereby incorporated herein by reference. *10(b)(2) Gentex Corporation 1987 Incentive Stock Option Plan (as amended through May 24, 1989), was filed as Exhibit 10(g)(3) to Registrant's Report on Form 10-K dated March 1, 1990, and the same is hereby incorporated herein by reference. *10(b)(3) Gentex Corporation Restricted Stock Plan was filed as Exhibit 10(b)(3) to Registrant's Report on Form 10-K dated March 10, 1992, and the same is hereby incorporated herein by reference. *10(b)(4) Gentex Corporation Non-Employee Director Stock Option Plan as amended through March 5, 1993, was filed as Exhibit 10(b)(4) to Registrant's Report on Form 10-K dated March 5, 1993, and the same is incorporated herein in reference. 10(e) The form of Indemnity Agreement between Registrant and each of the Registrant's directors was filed as a part of a Registration Statement on Form S-2 (Registration No. 33-30353) as Exhibit 10(k) and the same is hereby incorporated herein by reference. 27 Financial Data Schedule ------------------------ * Indicates a compensatory plan or arrangement. 12 </TABLE>