Edgar Filing: HELIX TECHNOLOGY CORP

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 10-K

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.

FOR THE YEAR ENDED DECEMBER 31, 2001,
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 NUMBER 0-6866

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HELIX TECHNOLOGY CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE 04-2423640
(State of incorporation) (IRS Employer Identification No.)

MANSFIELD CORPORATE CENTER, 02048-9171
NINE HAMPSHIRE STREET, MANSFIELD, (zip code)
MASSACHUSETTS
(Address of principal executive offices)

(508) 337-5500
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
NONE

Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $1 PAR VALUE
(Title of Class)

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Indicate by checkmark 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 checkmark 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/

The aggregate market value of the registrant's common stock held by
nonaffiliates of the registrant as of January 31, 2002, (computed by reference
to the quoted selling prices of such stock in the over-the-counter market), was
$453,120,376.

The number of shares outstanding of the registrant's Common Stock, $1 Par Value,
as of January 31, 2002, was 22,611,204.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Proxy Statement for the registrant's 2002 Annual
Meeting of Stockholders to be filed with the SEC in February 2002 are
incorporated by reference into Part III, Items 10-12.

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PART I

ITEM 1. BUSINESS

Helix is a world leader in the development, manufacture, and application of
innovative vacuum technology solutions for the semiconductor, data storage, and
flat panel display markets. Our vacuum systems provide enabling technology for
several key steps within the semiconductor manufacturing process, including ion
implantation, physical vapor deposition, chemical vapor deposition and etching.
Semiconductor manufacturers use our systems to create and maintain a vacuum
environment, which is critical to their manufacturing processes. We are a
leading provider of vacuum systems technology to the world's largest
semiconductor capital equipment and semiconductor manufacturers, placing us at a
critical point in their advanced technology manufacturing process. We have
long-standing customer relationships with many semiconductor capital equipment
manufacturers, including Applied Materials, Axcelis, Matsushita, Novellus,
Varian Semiconductor and Veeco, as well as semiconductor manufacturers such as
Agere, Atmel, Fujitsu, Infineon, Intel, Motorola, NEC, Samsung,
STMicroelectronics and Texas Instruments. Our products are also used in a broad
range of industrial manufacturing applications and advanced research and
development laboratories.

We also provide an extensive range of global support and vacuum system
monitoring services that lower our end-users' total costs of ownership. We
increase our customers' system uptime through rapid response to potential
operating problems. We also develop and deliver enhancements to our customers'
installed base of production tools. Our service offerings include our GUTS
(Guaranteed Up Time Support) customer response system and our GOLDLink (Global
On-Line Diagnostics) support system, which provides a remote e-diagnostics
solution that allows us to monitor, in real-time, the vacuum system performance
of our customers' production tools. Our GOLDLink capability has made us a
leading total solution provider in the emerging market for Internet-based,
proactive e-diagnostics for the semiconductor and semiconductor capital
equipment industries.

INDUSTRY OVERVIEW

The semiconductor industry in recent years has experienced significant growth in
both the volume and complexity of devices manufactured. The growth in the volume
of semiconductors produced has been driven by the increased demand for products
historically using semiconductors, including telecommunications equipment,
consumer electronics, personal computers and wireless communication devices, the
incorporation of semiconductors into new product areas ranging from automobiles
to children's toys, the growth of the Internet, and the proliferation of
applications in the data storage and data transfer industry. Furthermore,
growing consumer demand for smaller, more sophisticated electronic products,
such as mobile phones, laptop computers and wireless networking equipment, has
increased the complexity of the semiconductors integrated into these products.

To meet these demands, semiconductor manufacturers have sought volume and
efficiency improvements through increased equipment utilization, higher
manufacturing yields, the addition of manufacturing equipment in existing
facilities and the construction of new fabrication facilities. To achieve
greater economies of production, the semiconductor industry is currently
transitioning from building semiconductor wafers that are 200 millimeters in
diameter to wafers that are 300 millimeters in diameter with the goal of
producing more chips per wafer, thus lowering the cost per chip. This transition
to new 300 millimeter equipment is expected to continue over the next five years
and represents one of the primary drivers of growth in the semiconductor capital
equipment industry in the near term.

The production of advanced semiconductor chips is an extremely complex and
logistically challenging manufacturing activity. To create integrated circuits,
or semiconductor chips, a semiconductor manufacturer uses several sequential
process steps including ion implantation, chemical vapor deposition and physical
vapor deposition, which are referred to as CVD and PVD, and etching. Ion
implantation equipment injects charged ions into the wafer to change a
material's characteristics. CVD and PVD

equipment is used to deposit materials onto the surface of the wafer. Etching
equipment removes unwanted materials from the wafer. These steps, which comprise
the initial fabrication of the integrated circuit and are referred to in the
industry as front-end processes, are repeated many times to create the desired
pattern on the silicon wafer. Following these front-end processes, the wafer is
cut into individual devices, or chips, which then undergo additional assembly
and testing steps.

Removing unwanted gases and other impurities is an integral aspect of several
stages of the semiconductor fabrication process, particularly the deposition,
ion implantation and etching stages. In order to achieve optimal production
yields, semiconductor manufacturers must also ensure that each process operates
at carefully controlled pressure levels. Impurities in the fabrication process
or incorrect pressure levels can lower production yields, thereby significantly
increasing the cost per usable semiconductor chip produced. To meet their
manufacturing objectives, semiconductor manufacturers require high vacuum pumps
to remove all potentially contaminating gases from the manufacturing process. In
addition, in light of the importance of proper pressure measurement throughout
the fabrication process, vacuum measurement systems that are capable of
monitoring and maintaining appropriate pressure levels are critical to ensuring
high product yields and preventing device defects.

HELIX SOLUTION

We are a leading manufacturer of highly specialized vacuum pumping and
measurement systems that meet the demanding process requirements of
manufacturers in the semiconductor, data storage and flat panel display markets.
We also provide original equipment manufacturers, or OEMs, and end-users of our
systems an extensive range of global support services, from vacuum systems
design assistance to vacuum process performance monitoring. We believe our
vacuum technology solutions increase productivity in the fabrication facility,
thereby increasing the value of an OEM's production tool and increasing the
device maker's return on investment. We also believe our leadership position in
vacuum pumping and measurement systems stems from five key competitive
advantages:

COMPREHENSIVE, INTEGRATED VACUUM SOLUTIONS. We combine our innovative vacuum
pumping and measurement components with our proprietary On-Board diagnostic and
control technology to provide comprehensive, high-performance vacuum solutions.
Our On-Board technology is based upon a comprehensive control architecture that
serves as a foundation for the development of highly integrated product
offerings. We provide both the hardware and software elements that integrate
process control, diagnostics and communication capabilities for all components
within the vacuum system. This integration capability extends to vacuum system
components manufactured by other suppliers and allows our products to
interoperate with their products. Our integrated solutions directly address our
end-users' concerns by increasing system uptime, lowering the total cost of
ownership, and facilitating the move to remote e-diagnostics of critical
enabling processes. We further leverage the information collected by our
On-Board technology to provide enhanced customer support services and a range of
information-based services.

BROAD CUSTOMER BASE. We have long-standing customer relationships with both
OEMs and end-users of semiconductor capital equipment. Over the last three
years, an average of approximately 35% of our net sales have come directly from
end-users. We believe our strong relationships with end-users provide us with a
competitive advantage over many other suppliers to the semiconductor capital
equipment industry. Our work with both OEMs and end-users provides us with
unique insights into emerging technologies and applications. We understand our
customers' specific needs, and we incorporate our insights into our innovative
product offerings. Our balanced mix of OEM and end-user customers and status as
a supplier to essentially all of the major front-end OEMs in our segment
demonstrates our leading position in the industry.

SUPERIOR GLOBAL CUSTOMER SERVICE AND SUPPORT. Continuous production tool
operation is critical for our customers. We believe providing a high level of
service and support gives us a competitive advantage and enhances our ability to
build long-term customer relationships. Our GUTS rapid response offering and

GOLDLink support technologies are an integral part of our service and support
capabilities. Through our GUTS rapid response offering, we provide our customers
anywhere in the world access 24 hours a day to a trained Helix employee who can
diagnose a problem and, if necessary, dispatch to a customer a technician or
part within one hour. GOLDLink allows us to help our customers monitor the
operating performance of their manufacturing facilities and recommend
preventative courses of action before problems occur. We have twelve service and
support offices around the world, and as of December 31, 2001, 104, or 17%, of
our employees were dedicated to our global customer service and support
activities.

WORLD CLASS, RESPONSIVE MANUFACTURING OPERATIONS. We have established a fast
cycle-time manufacturing process that provides us with the flexibility to meet
the rapidly changing requirements of our customers. We have harnessed our
significant manufacturing expertise and our long-standing supplier relationships
to build a "just-in-time" manufacturing process that utilizes outsourced
subassembly for certain components and allows us to better manage the
cyclicality of our business. Our "just-in-time" process allows us to respond to
our OEM customers' rapidly changing product needs and help them operate their
manufacturing processes at peak efficiency levels.

TECHNOLOGICAL LEADERSHIP IN COMPLEX VACUUM SOLUTIONS. Since our inception in
1967, we have participated in the vacuum technology industry and have applied
this knowledge to the development of sophisticated vacuum systems for advanced
technology applications such as the building of integrated circuits. Our team of
scientists, product development personnel, manufacturing specialists and
hardware and software engineers are all focused on advancements in vacuum
technology. Our customers recognize us as experts capable of assisting them in
the design and selection of vacuum systems and components for their new product
initiatives and fabrication facilities. As of December 31, 2001, we had 215
patents issued and 82 patents pending relating to the design and development of
our products and systems.

PRODUCTS AND SERVICES

VACUUM PUMPING COMPONENTS AND SYSTEMS

Our CTI-Cryogenics cryopumps and systems create an impurity-free vacuum
environment for both the PVD and ion implantation markets. Our pumps offer
customers rapid, customizable pump speeds, quick system pumpdown and
impurity-free vacuum pumping processes without the use of fluids, lubricants or
moving parts, ensuring high product yields and process throughputs. Our On-Board
system enables central monitoring and control, either in-fab or at remote sites,
of every significant function of both individual pumps and entire vacuum
networks. We currently supply essentially all major front-end semiconductor
capital equipment OEMs and semiconductor manufacturers.

We also provide waterpumps and turbopumps, under the TurboPlus line of products,
to support the CVD and etch processes. Our waterpumps are high-performance
vacuum pumps that optimize the performance of CVD and etch systems by increasing
water vapor pumping speed by a factor of five or more, improving system
throughput and providing better process results. TurboPlus Vacuum Pumps offer
the process advantages of throughput pumping from the turbopump and the uptime
benefits of high-speed water vapor pumping, integrated into a compact package
with a single, easy-to-use interface.

Over the last three years, net sales of our CTI-Cryogenics products and related
support services have represented the majority of our consolidated net sales. In
2001, the average selling price for our vacuum pumping systems was approximately
$20,000.

VACUUM MEASUREMENT COMPONENTS AND SYSTEMS

Our Granville-Phillips STABIL-ION and CONVECTRON vacuum measurement components
and systems are used in the PVD, ion implantation, CVD, and etch processes. Our
vacuum gauging products are also integrated into analytical instruments,
primarily mass spectrometers. STABIL-ION and CONVECTRON systems are individually
calibrated at numerous pressure values resulting in a stable and

accurate gauge that does not change calibration with time of use. This stable
calibration is essential to starting the production process at the same true
pressure on every production run. It also provides improved gauge-to-gauge
reproducibility, which is essential for process replication.

Companies depend on our measurement systems to provide repeatable readings,
ensuring that processes start at the desired pressure. Non-repeatable gauges can
shift over time, causing two different effects:

- If the gauge reads lower than the actual pressure, a process can be
started when the pressure is too high, possibly causing product defects.

- If the gauge reads higher than the actual pressure, the system will pump
down to a pressure lower than necessary for a process. This is equivalent
to system downtime.

Over the last three years, net sales of our Granville-Phillips products and
related services have represented between 16% and 19% of our net sales. The
average selling price for our vacuum measurement systems is approximately $500.

GLOBAL SUPPORT SERVICES

To our customers, even a few minutes of production downtime is unacceptable.
Given the magnitude of the investment in plant and equipment and the value of
the work-in-process, which is expected to increase with the move to 300
millimeter production equipment, tool availability is a priority for our
customers.

We introduced our GUTS rapid response system in 1986. Our GUTS rapid response
system is broadly recognized for delivering superior responsiveness to problems
whenever and wherever they may occur. Every call to our customer service center
is answered by a capable, empowered Helix employee who has the resources to
diagnose a customer problem and initiate corrective action, including
dispatching to the customer a technician or part in less than one hour.

While our GUTS response system continues to be a leader in reactive customer
support, the industry is moving to Internet-based proactive remote e-diagnostics
to further enhance production efficiency and throughput and leverage
industry-wide core competencies. We are well positioned to provide e-diagnostics
using our On-Board Information Network and our GOLDLink capability. Coupled with
our On-Board technology, the GOLDLink network provides us with the ability to
access performance data of key vacuum system components, including third-party
products, right at the production tool. GOLDLink consists of three key
components: hardware and software located on tools in the manufacturing
facility, our customer support center, and the networks connecting the tools and
our support operations. Using our GOLDLink capability, we:

- transmit tool performance data via the Internet directly from the
fabrication facility to our GOLDLink customer support center in
Massachusetts;

- monitor and analyze the tool performance data, comparing the actual
performance parameters with the optimum "expected" performance parameters
(developed by our vacuum experts in conjunction with our customers and
third-party suppliers); and

- provide our customers with solutions to any vacuum system problems.

Some of our GOLDLink customers have chosen to also monitor the performance data
themselves. Our GOLDLink capability allows our customers to redirect their
employees to focus on their core competencies by leveraging our vacuum
technology and control core competencies. Our ability to detect performance
anomalies before they cause a system failure minimizes our customers' risk of
significant tool downtime and can result in increased plant productivity. We
have over 25 customer sites currently connected to the GOLDLink network,
including customers in the United States, Europe, Japan and Korea. The GOLDLink
support network has already logged over 350,000 connected hours of customer
data.

In each of the past three years, we received approximately 30% to 40% of our net
sales from our global support services, including GOLDLink and, through the GUTS
rapid response system, the delivery and installation of spare parts, retrofits
and upgrades.

CUSTOMERS

We market and sell our products and services primarily to large, original
equipment and end-user manufacturers of semiconductor, data storage, flat panel
display, and other industrial applications. Net sales to OEMs represented 53%,
72% and 63% of our net sales for 2001, 2000 and 1999, respectively.

SEMICONDUCTOR CUSTOMERS

We sell our products and services primarily to semiconductor capital equipment
manufacturers and end-users for incorporation into equipment used to make
integrated circuits. Our products are currently used in a variety of
applications including CVD, PVD, ion implantation and etch. We are also building
products for use in the lithography process of semiconductor manufacturing.
Precise vacuum pressure levels are critical in enabling the production of
integrated circuits. We anticipate that the semiconductor capital equipment
industry will continue to be a substantial part of our business for the
foreseeable future.

DATA STORAGE CUSTOMERS

We sell products and services to data storage equipment manufacturers and to
data storage device manufacturers for use in producing a variety of products
including CDs; computer hard disks, including both media and thin-film heads;
CD-ROMs; and DVDs. These products use a PVD process to produce optical and
magnetic thin-film layers, as well as a protective wear layer.

FLAT PANEL DISPLAY CUSTOMERS

We sell our products and services to equipment manufacturers and manufacturers
of flat panel displays, which have fabrication processes similar to those
employed in manufacturing integrated circuits. Flat panel technology produces
bright, sharp, large, color-rich images on flat screens for products ranging
from hand-held computer games to laptop and desktop computer monitors to
large-screen televisions.

OTHER CUSTOMERS

We sell our products and services to OEMs and producers of end products in a
variety of industrial markets. Our products are used in a variety of analytical
instruments, industrial, and scientific research products. Thin-film optical
coatings are used in the manufacture of many industrial products including
architectural glass, eyeglasses, lenses, and front surface mirrors. Thin films
of diamond-like coatings and other materials are currently applied to products
to strengthen and harden surfaces on such diverse products as tools, razor
blades, automotive parts, and hip joint replacements.

The table below represents some of our customers in each of our primary target
markets:

SEMICONDUCTORS SEMICONDUCTOR EQUIPMENT DATA STORAGE
------------------------ ------------------------ ------------------------

Agere Applied Materials Unaxis
Atmel Axcelis Veeco
Fujitsu Matsushita
Infineon Novellus FLAT PANEL DISPLAYS
Intel Varian Semiconductor AKT
Motorola Veeco Philips
NEC
Samsung ANALYTICAL INSTRUMENTS
STMicroelectronics Agilent
Texas Instruments Riber

Our one reportable segment is cryogenic and vacuum equipment. Our largest
customer is Applied Materials, the world's largest manufacturer of semiconductor
capital equipment, representing 21%, 40% and 29%, of our net sales for 2001,
2000 and 1999, respectively. Our 10 largest customers accounted for 37%, 60%,
and 50%, of our net sales for 2001, 2000, and 1999, respectively.

SALES AND MARKETING

We sell our products and services, primarily through direct sales personnel, to
customers in the United States, Europe, and the Pacific Rim. Our sales and
service personnel are located at our headquarters in Mansfield, Massachusetts,
and in regional offices in Longmont, Colorado; Santa Clara, California; Austin,
Texas; Tempe, Arizona; Amsterdam, the Netherlands; Darmstadt, Germany; Orsay,
France; Livingston, Scotland; Tokyo, Japan and Hsinchu, Taiwan. We also have
distributors and representatives in other major markets.

We market our products worldwide to companies in our target customer segments.
We use several marketing programs focused on our targeted markets to support the
sale and distribution of our products. We use exhibitions at a limited number of
prominent trade shows and conferences and presentations at technology seminars
to promote awareness of us and our products. We also utilize promotional product
literature and advertise and publish technical articles in select trade and
technical journals.

MANUFACTURING

We manufacture our pump and compressor components at one of our facilities in
Mansfield, Massachusetts, and our measurement gauge components at our Longmont,
Colorado facility. Our use of a lean manufacturing organization, including fast
cycle times, embedded quality control, and supply chain management, positions us
to meet or exceed our customers' demands.

Our manufacturing activities consist of the assembly and testing of components
and subassemblies, which are then integrated into our final products. Once final
testing of all subassemblies is completed, the final product is subjected to a
series of reliability enhancing operations prior to shipment to customers. We
purchase a wide range of electronic, mechanical, and electrical components, some
of which are designed to our specifications. We outsource some of our
subassembly work. We consider our ability to meet our customers' significantly
fluctuating product demands at consistently short lead times using demand flow
and lean manufacturing techniques to be a distinct competitive advantage.

Our business is, generally, not dependent on the availability of raw materials
or components from any single source. Certain components, however, may be
available from only one or two qualified sources. Our policy is to develop
alternative sources for components and, where possible, to avoid using scarce
raw materials in our products.

RESEARCH AND DEVELOPMENT

Our industry continues to experience rapid technological change, requiring us to
frequently introduce new products and enhancements. We believe that our success
will depend upon our ability to identify and provide total systems solutions for
our customers' problems. We seek to develop new products and enhancements to our
existing products that meet changing customer requirements in our current and
new markets. We have in the past made, and expect to continue to make,
substantial investments in product and technological development. We believe our
experience and relationships will remain important factors to enable us to
develop products to meet our customers' needs to penetrate our target markets.
Through our direct sales process, we monitor changing customer needs, changes in
the marketplace and emerging industry standards, and are therefore better able
to focus our research and development efforts to address these evolving industry
requirements.

We expended $16.1 million in 2001 and in 2000 and $9.9 million in 1999 on
research and development efforts. We have continued our commitment to invest in
new product development to maintain our technological and market leadership,
including new products for commercial applications, projects for 300 millimeter
products, and enhancements of our core products and GOLDLink support. We perform
our research and product development activities at our headquarters facility in
Mansfield, Massachusetts and at our Longmont, Colorado facility.

JOINT VENTURE WITH ULVAC

We participate in a joint venture, ULVAC Cryogenics, Inc., or UCI, with ULVAC
Corporation of Chigasaki, Japan. Formed in 1981, UCI manufactures and sells
cryogenic vacuum pumps, principally to ULVAC, one of the largest semiconductor
OEMs in Japan. Each company owns 50% of UCI and we made an initial cash
investment of approximately $100,000, with no subsequent cash investments. The
joint venture arrangement includes a license and technology agreement from us
and a management and consultation agreement from ULVAC.

COMPETITION

The markets for our products and services are highly competitive and are
characterized by ongoing technological development and changing customer
requirements. We believe that market-driven pressures on our customers to
increase productivity and reduce costs are prevalent throughout the markets for
our products. In markets in which we have an established presence, we compete
primarily on the basis of product performance, applications expertise, and
historical customer relationships and support. In new markets for our products,
we compete primarily on the basis of product performance, price, and range of
features. Other significant competitive factors in our markets include product
reliability, on-time delivery, technology and the ability to adaptively provide
solutions for our customers' evolving needs.

We have foreign and domestic competitors for each of our product lines. Some of
these competitors are subsidiaries or divisions of larger corporations and have
greater resources than we have. If these competitors bring technologically
superior products to market in the future, they could overcome our competitive
advantages. Our ability to continue to compete successfully depends on our
ability to make timely introductions of system enhancements and new products and
services, particularly relating to the new 300 millimeter technology, while
continuing to provide excellent pre- and post-sales support on existing products
and services. We believe we will be required to maintain a high level of
investment in research and development and sales and marketing in order to
remain competitive.

We are among a relatively small number of companies in the vacuum technology
market. If one of our competitors acquires, or is acquired by, another company
in this sector, it could result in a stronger competitor with greater resources
than we have. Alternatively, if one of our customers were to acquire a vacuum
technology company so that it could supply its own requirements, our net sales
would decrease.

EMPLOYEES

As of December 31, 2001, we had 597 permanent and 26 temporary employees
worldwide, of which 520 were employed in North America, 62 in Asia and 41 in
Europe. As of December 31, 2001, none of our employees based in the United
States were represented by a union, and we have never experienced a work
stoppage, slowdown or strike. We consider our relationship with our employees to
be good.

ENVIRONMENTAL AFFAIRS

We are subject to environmental laws and regulations in the countries in which
we operate that regulate, among other things: air emissions; water discharges;
and the generation, use, storage, transportation, handling and disposal of solid
and hazardous wastes produced by our manufacturing, research and development and
sales activities. As with other companies engaged in like businesses, the nature
of our operations exposes us to the risk of environmental liabilities, claims,
penalties and orders. We believe, however, that our operations are in
substantial compliance with applicable environmental laws and regulations and
that there are no pending environmental matters that would have a material
impact on our business.

INTELLECTUAL PROPERTY

We rely on patent, copyright, trademark and trade secret protection, as well as
contractual restrictions, in the United States and in other countries to protect
our proprietary rights in our products and our business. As of December 31,
2001, we had 99 patents in the United States and 116 patents in other countries,
as well as 82 patent applications (18 in the United States and 64 in other
countries) on file with various patent agencies worldwide. These patents expire
at various years through 2020. No patents that we consider significant expire
during the next five years.

We have a number of trademarks that we consider important to our business. These
trademarks are protected by registration in the United States and other
countries in which we market our products.

BACKLOG

We had approximately $7.0 million backlog of orders that we believed to be firm
at December 31, 2001, compared with $26.6 million at December 31, 2000. We
expect to recognize revenue from essentially all of the December 31, 2001
backlog during 2002.

ITEM 1A. EXECUTIVE OFFICERS OF THE REGISTRANT

Set forth below is information regarding our current executive officers who do
not serve as our directors.

Mr. Robert E. Anastasi is 55 and has served as Executive Vice President since
February 2001. Prior to that he served as a Senior Vice President from
July 1997 until February 2001 and as a Vice President from June 1991 to July
1997.

Mr. Jay Zager is 52 and joined us as our Senior Vice President and Chief
Financial Officer in January 2002. Prior to that Mr. Zager served as Executive
Vice President and Chief Financial Officer of Inrange Technologies Corporation
from May 2000 to October 2001. He served as a vice president in the Enterprise
Solutions Group of Compaq Computer Corporation from 1998 through 1999. From 1985
through 1998, Mr. Zager held several senior management positions with Digital
Equipment Corporation, including Vice President and Chief Financial Officer,
Worldwide Engineering and Research; Vice President, Business Development; and
Group Controller of the U.S. Sales and Service division.

ITEM 2. PROPERTIES

We occupy approximately 345,300 square feet worldwide, as described in the table
below.

LOCATION SIZE (SQ. FT.) LEASE EXPIRES FUNCTIONS
-------- -------------- ------------- -------------------------------------------------

Massachusetts.... 155,000 2006(1) Corporate headquarters, engineering,
manufacturing,
63,000 2004 sales and marketing, customer support, repair
center, and administration
Colorado......... 60,000 2015 Engineering, manufacturing, and sales and
marketing
California....... 11,000 2003 Sales office, customer support, and repair center
Texas............ 12,000 2005 Sales office and customer support
Arizona.......... 3,000 2006 Sales office and customer support
Scotland......... 5,300 2020 Sales office and customer support
Germany.......... 2,500 2003 Sales office and customer support
France........... 6,400 2003 Sales office, customer support, and repair center
Japan............ 9,900 2002 Sales office and customer support
9,700 2002 Repair center
Taiwan........... 7,500 2003 Sales office, customer support, and repair center

(1) THE LEASE ON THIS FACILITY PROVIDES FOR RENEWAL OPTIONS FOR UP TO FIFTEEN
ADDITIONAL YEARS.

We believe we have adequate facilities to meet our currently anticipated
requirements and that suitable additional or substitute facilities will be
available if required.

ITEM 3. LEGAL PROCEEDINGS

We are a defendant in an action brought in 1998 in the Massachusetts Superior
Court by Raytheon Company which alleges that between 1992 and 1994 we sold
Raytheon defective components used in missile guidance systems manufactured by
Raytheon. We have not been in the business of selling these components since
1994. We have denied all claims that Raytheon has asserted and succeeded in
having certain claims dismissed, although these dismissals are potentially
appealable at the conclusion of the trial stage of the case. The action is in
the discovery and motion phase and no trial date has been set. We believe that
we have meritorious defenses and that, although the ultimate outcome of the
matters cannot be predicted with certainty, the disposition of the matters
should not have a material effect on our financial position.

We are also involved in various legal proceedings in the normal course of
business. In our opinion, these proceedings involve amounts that would not have
a material effect on our financial position or results of operations if such
proceedings were resolved unfavorably.

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

During the quarter ended December 31, 2001, no matters were submitted to a vote
of security holders through the solicitation of proxies or otherwise.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS

Our common stock is traded on the Nasdaq Stock Market under the symbol HELX. At
December 31, 2001, there were 22,611,204 shares of common stock outstanding and
approximately 612 common stockholders of record.

PRICE RANGE OF COMMON STOCK AND CASH DIVIDEND PER COMMON SHARE

The price range and cash dividend per common share of our common stock by
quarter are:

FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
-------- -------- -------- --------

2001

High...................................................... $32.91 $33.44 $30.55 $24.50
Low....................................................... $21.13 $20.38 $14.75 $14.97
Cash dividends per share.................................. $ 0.12 $ 0.12 $ 0.12 $ 0.08

2000
High...................................................... $80.19 $67.50 $44.00 $30.38
Low....................................................... $43.38 $28.63 $27.25 $19.31
Cash dividends per share.................................. $ 0.12 $ 0.12 $ 0.12 $ 0.12

On February 20, 2002, the Board of Directors declared a quarterly cash dividend
of $0.08 per common share payable on March 12, 2002, to common stockholders of
record at the close of business on March 4, 2002.

ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

The following table summarizes certain selected consolidated financial data that
should be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and our consolidated financial
statements and related notes included elsewhere herein. In connection with the
acquisition of Granville-Phillips Company in 1998, accounted for as a pooling of
interests, all prior-period financial data has been restated to include the
impact of the combination.

December 31,
---------------------------------------------------------
(IN THOUSANDS EXCEPT PER SHARE DATA) 2001 2000 1999 1998 1997
------------------------------------ --------- --------- --------- --------- ---------

Net sales............................. $ 112,994 $ 253,085 $ 139,389 $ 95,345 $ 157,076
Net (loss) income(1).................. $ (5,940) $ 45,870 $ 15,864 $ (1,920) $ 25,544
Basic net (loss) income per share..... $ (0.26) $ 2.04 $ 0.71 $ (0.09) $ 1.15
Diluted net (loss) income per share... $ (0.26) $ 2.02 $ 0.70 $ (0.09) $ 1.14
Cash dividends per share(2)........... $ 0.44 $ 0.48 $ 0.48 $ 0.75 $ 0.74
Total assets.......................... $ 113,580 $ 141,968 $ 93,655 $ 75,652 $ 96,219
Basic shares.......................... 22,565 22,498 22,336 22,262 22,151
Diluted shares........................ 22,565 22,762 22,623 22,262 22,353

(1) NET LOSS FOR THE YEAR ENDED DECEMBER 31, 2001 REFLECTS A RESTRUCTURING
CHARGE OF $1,047,000 RELATED TO WORK FORCE REDUCTIONS. NET INCOME FOR THE
YEAR ENDED DECEMBER 31, 1999, REFLECTS THE GAIN ON SALE OF OUR COLORADO
FACILITY OF $1,397,000. NET LOSS FOR THE YEAR ENDED DECEMBER 31, 1998,
REFLECTS MERGER AND OTHER SPECIAL CHARGES OF $3,546,000 RELATED TO THE
ACQUISITION OF GRANVILLE-PHILLIPS COMPANY AND RESTRUCTURING AND OTHER
SPECIAL CHARGES OF $2,500,000 RELATED TO WORK FORCE REDUCTIONS, EXIT COSTS
FOR A LEASED FACILITY, AND IMPAIRMENT OF CERTAIN ASSETS. SEE NOTES H AND I
OF "NOTES TO CONSOLIDATED FINANCIAL STATEMENTS."

(2) CASH DIVIDENDS PER SHARE DECLARED IN PERIODS PRIOR TO THE ACQUISITION OF
GRANVILLE-PHILLIPS COMPANY ARE BASED ON SHARES OUTSTANDING AT THAT TIME AND
THEREFORE DO NOT REFLECT THE 2,383,000 SHARES ISSUED AS PART OF THE
ACQUISITION.

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

YOU SHOULD READ THE FOLLOWING DISCUSSION AND ANALYSIS TOGETHER WITH OUR
FINANCIAL STATEMENTS, RELATED NOTES AND OTHER FINANCIAL INFORMATION APPEARING
ELSEWHERE IN THIS REPORT. IN ADDITION TO HISTORICAL INFORMATION, THE FOLLOWING
DISCUSSION AND OTHER PARTS OF THIS REPORT CONTAIN FORWARD-LOOKING INFORMATION
THAT INVOLVES RISKS AND UNCERTAINTIES. OUR ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE ANTICIPATED BY SUCH FORWARD-LOOKING INFORMATION DUE TO
COMPETITIVE FACTORS AND OTHER FACTORS DISCUSSED UNDER "IMPORTANT FACTORS THAT
MAY AFFECT FUTURE RESULTS" BELOW.

OVERVIEW

We are a world leader in the development, manufacture, and application of
innovative vacuum technology solutions for the semiconductor, data storage, and
flat panel display markets. Our vacuum systems provide enabling technology for
several key steps within the semiconductor manufacturing process, including ion
implantation, physical vapor deposition, chemical vapor deposition and etching.
Semiconductor manufacturers use our systems to create and maintain a vacuum
environment, which is critical to their manufacturing processes. We are a
leading provider of vacuum systems technology to the world's largest
semiconductor capital equipment and semiconductor manufacturers, placing us at a
critical point in their advanced technology manufacturing process. We have
long-standing customer relationships with many semiconductor capital equipment
manufacturers, including Applied Materials, Axcelis, Matsushita, Novellus,
Varian Semiconductor and Veeco, as well as semiconductor manufacturers such as
Agere, Atmel, Fujitsu, Infineon, Intel, Motorola, NEC, Samsung,
STMicroelectronics and Texas Instruments. Our products are also used in a broad
range of industrial manufacturing applications and advanced research and
development laboratories.

We also provide an extensive range of global support and vacuum system
monitoring services that lower our end-users' total costs of ownership. We
increase our customers' system uptime through rapid response to potential
operating problems. We also develop and deliver enhancements to our customers'
installed base of production tools. Our service offerings include our unique
GUTS (Guaranteed Up Time Support) customer response system and our innovative
GOLDLink (Global On-Line Diagnostics) support system, which provides a remote
e-diagnostics solution that allows us to monitor, in real-time, the vacuum
system performance of our customers' production tools. Our GOLDLink capability
has made us a leading total solution provider in the emerging market for
Internet-based, proactive e-diagnostics for the semiconductor and semiconductor
capital equipment industries.

The principal market we serve is the global semiconductor capital equipment
industry, a highly cyclical business. As a result, we have experienced
significant variations in net sales, expenses, and results of operations in the
periods presented and such variations are likely to continue.

Net sales from sales of vacuum components and systems is recognized upon
shipment provided title and risk of loss have been transferred to the customer,
there is evidence of an arrangement, fees are fixed or determinable, and
collection is reasonably assured. Net sales from global support services is
comprised primarily of sales and installation of spare parts, retrofits and
upgrades as well as other support services provided through our GUTS customer
response system and GOLDLink support system. Global support services, including
GOLDLink, are provided to some of our major customers under the terms of master
support agreements, which typically have terms of between one and three years.
These services are provided to some of our other customers on an individual or
fee-for-service basis. Net sales from global support services is recognized as
performed or ratably over the period of the related agreements.

Cost of sales consist primarily of labor, materials and overhead relating to the
manufacturing of our vacuum components and systems, as well as labor and
material costs associated with our global support services.

We own 50% of a joint venture, ULVAC Cryogenics, Inc., or UCI, which
manufactures and sells cryogenic vacuum pumps in Japan, principally to ULVAC
Corporation. We account for the joint venture using the equity method of
accounting, and we also receive royalties from the joint venture under the terms
of a license and technology agreement. The royalties we receive from UCI, as
well as our equity in the income and losses of UCI, are both included in our
financial statements under joint venture income.

RESULTS OF OPERATIONS

FISCAL YEAR ENDED DECEMBER 31, 2001 COMPARED TO THE FISCAL YEAR ENDED
DECEMBER 31, 2000

In 2001, a slowdown in the global market for semiconductor capital equipment
impacted us after we had experienced a period of significant growth in 1999 and
2000. Our net sales for 2001 were $113.0 million compared with net sales for
2000 of $253.1 million, a decrease of 55.4%.

Cost of sales for 2001 was $75.3 million compared with $132.0 million for 2001,
a decrease of 43.0%. The gross margin for 2001 was 33.4% compared with 47.9% for
2000. The reduction in gross margin was primarily attributable to decreased
production volume as overhead costs were spread over a smaller sales base.

Research and development expenses were $16.1 million for both 2001 and 2000, or
14.2% and 6.4% of net sales in 2001 and 2000, respectively. Despite the
significant near-term reduction in product demand, we continued in 2001 to focus
on developing technologies to support a new generation of products for 300
millimeter capable production tools, to expand our GOLDLink support service
capability and to improve our core component product lines.

Total selling, general and administrative expenses decreased to $35.1 million in
2001 compared with $42.4 million in 2000. Our spending declined due to cost
containment measures, including reductions in senior management compensation
expenses, initiated during 2001.

During the third quarter of 2001, we implemented and completed a restructuring
program in response to the continued slowdown in the semiconductor capital
equipment industry that resulted in the reduction of approximately 110 permanent
employees. As a result, we recorded a restructuring charge of approximately
$1.0 million primarily related to severance payments and fringe benefit costs.

Royalty and equity income from our joint venture in Japan decreased by
$1.7 million to $2.4 million in 2001 from $4.1 million in 2000 due to the
decline in the Japanese semiconductor capital equipment market in 2001.

Interest and other income for 2001 was $0.9 million, compared with $1.2 million
for 2000, reflecting lower interest rates and lower average cash, cash
equivalent and investment balances in 2001.

We had a pretax loss of $11.2 million in 2001, resulting in a tax benefit of
$5.3 million, compared with pretax income of $68.0 million and a tax provision
of $22.1 million for 2000. The effective tax rates for 2001 and 2000 were 47.0%
and 32.5%, respectively. The tax rates differ from the U.S. statutory rate
primarily due to tax credits and undistributed nontaxable equity income from our
joint venture. These tax credits and equity income reduced our tax rate on 2000
pretax income and increased our tax rate on 2001 pretax losses.

FISCAL YEAR ENDED DECEMBER 31, 2000 COMPARED TO THE FISCAL YEAR ENDED
DECEMBER 31, 1999

Throughout 2000, we continued to benefit from the significant increase in demand
for semiconductor capital equipment. Net sales for 2000 were $253.1 million,
compared with $139.4 million in 1999, an increase of $113.7 million, or 81.6%.

Cost of sales for 2000 was $132.0 million compared with $77.5 million for 1999,
an increase of 70.3%. Total gross margin for 2000 was 47.9%, compared with 44.4%
for the prior year. The improvement in gross

margin was primarily attributable to increased sales volume, offset by costs
relating to a new manufacturing and engineering center in Colorado, a new
customer support center in Taiwan and expansion of our Japanese customer support
center.

Research and development expenses for 2000 were $16.1 million, or 6.4% of net
sales, compared with $9.9 million, or 7.1% of net sales, for 1999. We increased
our spending on projects for 300 millimeter products, GOLDLink global support
and ongoing improvements to our core products.

Selling, general and administrative expenses increased in 2000 to $42.4 million
from $32.0 million in the prior year. The increase in spending was primarily
attributable to expenditures for increased sales activities worldwide, our
locations in Colorado, Taiwan, and Japan mentioned above, and GOLDLink global
support.

Royalty and equity income from our joint venture in Japan increased by
$2.7 million to $4.1 million in 2000 from $1.4 million in 1999, due to
improvements in the Japanese semiconductor capital equipment market in 2000.

Interest and other income for 2000 was $1.2 million, compared with $0.9 million
for 1999, reflecting higher interest rates and higher average cash, cash
equivalent and investment balances during 2000.

We recorded an income tax provision of $22.1 million for 2000, compared with
$7.8 million for the previous year. The 2000 and 1999 effective tax rates of
32.5% and 33.0%, respectively, were less than the federal statutory rate of 35%
because we benefited from research and development and other tax credits.

QUARTERLY FINANCIAL RESULTS

The following table presents selected unaudited financial information for the
eight quarters in the period ended December 31, 2001. The results for any
quarter are not necessarily indicative of future quarterly results and,
accordingly, period-to-period comparisons should not be relied upon as an
indication of future performance.

QUARTER ENDED
-----------------------------------------------------------------------------------------
MARCH 31, JUNE 30, SEPT. 29, DEC. 31, MARCH 30, JUNE 29, SEPT. 28, DEC. 31,
2000 2000 2000 2000 2001 2001 2001 2001
--------- -------- --------- -------- --------- -------- --------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Net sales....................... $50,050 $58,525 $69,913 $74,597 $48,641 $26,604 $20,445 $17,304
Cost of sales................... 25,948 30,858 36,495 38,649 28,507 18,495 14,444 13,829
Research and development........ 3,275 3,934 4,182 4,740 4,233 4,209 3,731 3,896
Selling, general and
administrative................ 9,788 10,457 11,182 10,994 9,905 9,460 7,860 7,850
Restructuring charge............ -- -- -- -- -- -- 1,047 --
Operating income (loss)......... 11,039 13,276 18,054 20,214 5,996 (5,560) (6,637) (8,271)
Net income (loss)............... 7,958 9,764 13,478 14,670 4,980 (3,235) (4,082) (3,603)
Basic net income (loss) per
share......................... 0.36 0.43 0.60 0.65 0.22 (0.14) (0.18) (0.16)
Diluted net income (loss) per
share......................... 0.35 0.43 0.59 0.65 0.22 (0.14) (0.18) (0.16)

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities was $9.2 million in 2001 compared with
$31.9 million in 2000, primarily due to our net loss in 2001, partially offset
by a reduction in working capital.

In 2001, we spent $15.9 million on capital expenditures, principally for our new
Japanese service center, implementation of our global information system and
enhancements to the GOLDLink support system. In 2000, capital expenditures were
$12.4 million, principally due to the consolidation of our Colorado operations
into a new 60,000 square foot leased facility, the opening of our GOLDLink
global support operations center in Massachusetts, the opening of a sales and
service location in Taiwan, and the first phase of our global information
system. We expect our capital expenditures in 2002 will be significantly lower
than 2001.

Cash dividends paid to our stockholders during 2001 were $9.9 million, compared
with $10.8 million for 2000. We paid a quarterly common stock dividend of $0.12
per share in 2000 and for the first three quarters of 2001. In October 2001,
after considering the current uncertain business environment in the
semiconductor equipment industry, our board of directors reduced the quarterly
dividend to $0.08 per share, resulting in aggregate quarterly cash savings of
approximately $1.0 million.

We have an agreement with a bank to sell specific Japanese Yen-"denominated"
receivables, subject to recourse provisions. During 2001, approximately
$1.6 million of receivables were sold under these arrangements. As of
December 31, 2001 and 2000, approximately $0.5 million and $1.0 million,
respectively, of these receivables sold to the bank remained outstanding. We do
not believe we are materially at risk for any losses as a result of this
agreement.

We manage our foreign exchange rate risk arising from intercompany foreign
currency denominated transactions through the use of foreign currency forward
contracts. The gains and losses on these transactions are not material.

We have a three year revolving credit agreement with Fleet National Bank entered
into in July 2000 that permits us to borrow up to $25.0 million, subject to
compliance with certain covenants. Loans under the credit agreement bear
interest for each calendar quarter at an annual rate equal to, at our option,
either the applicable LIBOR rate or the lender's base rate, plus a varying
margin. We have no borrowings outstanding under the credit agreement. As of
December 31, 2001, we are not in compliance with one of the financial covenants,
relating to profitability, and therefore cannot access the line of credit at
this time. As a result, we are currently in negotiations with the bank to amend
the agreement.

We believe that our existing funds and anticipated cash flow from operations
will satisfy our working capital and capital expenditure requirements for at
least the next 12 months.

LEGAL PROCEEDINGS

RECENT ACCOUNTING PRONOUNCEMENTS

In July 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 141 (SFAS 141), "Business Combinations."
SFAS 141 requires the purchase method of accounting for business combinations
initiated after June 30, 2001 and eliminates the pooling of interests method.

In July 2001, the FASB issued Statement of Financial Accounting Standards
No. 142 (SFAS 142), "Goodwill and Other Intangible Assets," which became
effective for us on January 1, 2002. SFAS 142 requires, among other things, the
discontinuance of goodwill amortization and includes provisions for the
reclassification of certain existing recognized intangibles as goodwill,
reassessment of the useful lives of existing recognized intangibles and
reclassification of certain intangibles out of previously reported goodwill. The
revised standards include transition rules and requirements for identification,
valuation and recognition of a much broader list of intangibles as part of
business combinations than prior practice, most of which will continue to be
amortized.

In October 2001, the FASB issued Statement of Financial Accounting Standards
No. 144 (SFAS 144), "Accounting for the Impairment or Disposal of Long-Lived
Assets." The objectives of SFAS 144 are to address significant issues relating
to the implementation of FASB Statement No. 121 (SFAS 121), "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,"
and to develop a single accounting model, based on the framework established in
SFAS 121, for long-lived assets to be disposed of by sale, whether previously
held and used or newly acquired. SFAS 144 is effective for financial statements
issued for fiscal years beginning after December 15, 2001 and, generally, its
provisions are to be applied prospectively.

We believe that the adoption of these standards will not have a material impact
on our consolidated financial statements.

IMPORTANT FACTORS THAT MAY AFFECT FUTURE RESULTS

This Annual Report on Form 10-K contains forward-looking statements. These
forward-looking statements appear principally in the sections entitled
"Business" and "Management's Discussion and Analysis of Financial Conditions and
Results of Operations." Forward-looking statements may appear in other sections
of this report as well. Generally, the forward-looking statements in this report
use words like "expect," "anticipate," "plan," "believe," "seek," "estimate,"
and similar expressions.

The forward-looking statements include statements about:

- our strategic plans;

- the outlook for our business and industry;

- anticipated expenses;

- anticipated sources of future revenues; and

- the sufficiency of capital to meet working capital and capital expenditure
requirements.

Forward-looking statements are not guarantees of future performance and involve
certain risks, uncertainties, and assumptions that could cause our future
results to differ materially from those expressed in any forward-looking
statements made by or on behalf of us. Many such factors are beyond our ability
to control or predict. Readers are accordingly cautioned not to place undue
reliance on forward-looking statements. We disclaim any intent or obligation to
update publicly any forward-looking statements, whether in response to new
information, future events, or otherwise.

Our business depends in large part upon the capital expenditures of
semiconductor manufacturers, which, in turn, depend on the current and
anticipated market demand for integrated circuits and products utilizing
integrated circuits. The semiconductor industry is highly cyclical and has
historically experienced periodic downturns, which generally have had a severe
effect on the semiconductor industry's demand for capital equipment and have
adversely affected our results of operations. We cannot assure you that
developments in the semiconductor industry or the semiconductor equipment
industry will occur at the rate or in the manner that we expect. In addition to
the cyclical nature, risks, and uncertainties of the semiconductor industry, we
face the following risks and uncertainties among others:

- dependence on a limited number of customers and concentration of sales to
one or a few customers;

- reduction of potential customers due to industry consolidation and
outsourcing of the manufacture of semiconductors;

- the need to continuously develop, manufacture, and gain customers'
acceptance of new products and product enhancements;

- the need to achieve widespread market acceptance among our customers and
others of our GOLDLink support initiative;

- our ability to continue to provide satisfactory levels of product services
and maintenance and warranty support to our customers;

- our ability to compete successfully with current and future competitors in
our industry;

- our ability to continue necessary capital investments during industry
downturns and to anticipate or expand sales;

- dependence upon sole- and limited-source suppliers for certain components
and subassemblies included in our products and systems;

- potential liability claims based on alleged defects in our products or
errors in performing product-related services;

- economic downturns abroad affecting our sales to foreign markets;

- our ability to protect our proprietary technology without substantial
costs and disruption to our core business strategy;

- our ability to attract and retain certain key personnel; and

- our ability to expand through acquisitions of complementary businesses and
to integrate successfully any acquired companies.

As a result of the foregoing and other factors, we may experience material
fluctuations in our future operating results on a quarterly or annual basis,
which could materially affect our business, financial position, results of
operations, and stock price. These risks and uncertainties are discussed in more
detail in Exhibit 99.1 to this Annual Report on Form 10-K.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

FOREIGN CURRENCY EXCHANGE RATE RISK

A portion of our business is conducted outside the United States through our
foreign subsidiaries. Our foreign subsidiaries maintain their accounting records
in their local currencies. Consequently, fluctuations in exchange rates affect
the period-to-period comparability of results. To reduce the risks associated
with foreign currency rate fluctuations, we have entered into forward exchange
contracts on a continuing basis to offset the currency exposures. The gains and
losses on these transactions partially offset the unrealized and realized
foreign exchange gains and losses of the underlying exposures. The net gains and
losses were immaterial for the years presented and were included in cost of
sales. We plan to continue to use forward exchange contracts to mitigate the
impact of exchange rate fluctuations. The notional amount of our outstanding
foreign currency contracts at December 31, 2001, was $9.2 million. The potential
fair value loss for a hypothetical 10% adverse change in forward currency
exchange rates at December 31, 2001, would be $1.0 million. The potential loss
was estimated calculating the fair value of the forward exchange contracts at
December 31, 2001, and comparing that with the value calculated using the
hypothetical forward currency exchange rates.

CREDIT RISK

We are exposed to concentration of credit risk in cash and cash equivalents,
investments, trade receivables, and short-term foreign exchange forward
contracts. We place our cash and cash equivalents with our primary bank, a major
financial institution, with a high-quality credit rating. Our investments
consist of money market funds, municipal government agencies and tax-free bonds
or investment-grade securities. We enter into short-term foreign currency
exchange contracts with our primary bank.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND SCHEDULES COVERED BY
THE REPORT OF INDEPENDENT ACCOUNTANTS

PAGE(S)
--------

Report of Independent Accountants........................... 19

Consolidated Financial Statements of Helix Technology
Corporation

Consolidated Balance Sheets as of December 31, 2001 and
2000.................................................... 20

Consolidated Statements of Operations
for the Years Ended December 31, 2001, 2000, and 1999... 21

Consolidated Statements of Stockholders' Equity
for the Years Ended December 31, 2001, 2000, and 1999... 22

Consolidated Statements of Cash Flows for the Years
Ended December 31, 2001, 2000, and 1999................. 23

Notes to Consolidated Financial Statements.................. 24

Financial Statement Schedule for the Years Ended
December 31, 2001, 2000, and 1999

II. Valuation and Qualifying Accounts..................... 37

Schedules other than those listed above have been omitted, since they are either
inapplicable or not required.

REPORT OF INDEPENDENT ACCOUNTANTS

To The Board of Directors and Stockholders

of Helix Technology Corporation:

In our opinion, the consolidated financial statements listed in the accompanying
index present fairly, in all material respects, the financial position of Helix
Technology Corporation and its subsidiaries at December 31, 2001 and 2000 and
the results of their operations and their cash flows for each of the three years
in the period ended December 31, 2001, in conformity with accounting principles
generally accepted in the United States of America. In addition, in our opinion,
the financial statement schedule listed in the accompanying index presents
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements. These financial
statements and financial statement schedule are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts
January 29, 2002

HELIX TECHNOLOGY CORPORATION
CONSOLIDATED BALANCE SHEETS

DECEMBER 31,
-------------------
2001 2000
-------- --------
(IN THOUSANDS
EXCEPT SHARE DATA)

ASSETS

Current:
Cash and cash equivalents................................. $ 7,789 $ 15,435
Investments............................................... 9,271 16,654
Receivables--net of allowances of $400 in 2001 and $197 in
2000.................................................... 11,997 40,243
Inventories............................................... 27,293 30,204
Income tax receivable..................................... 7,344 --
Deferred income taxes..................................... 5,707 6,444
Other current assets...................................... 2,577 2,208
-------- --------
Total Current Assets........................................ 71,978 111,188
-------- --------
Property, plant, and equipment.............................. 65,115 49,940
Less: accumulated depreciation.............................. (35,614) (31,115)
-------- --------
Net property, plant, and equipment.......................... 29,501 18,825
Other assets (Note E)....................................... 12,101 11,955
-------- --------
TOTAL ASSETS................................................ $113,580 $141,968
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY

Current:
Accounts payable.......................................... $ 9,105 $ 17,993
Payroll and compensation.................................. 986 3,060
Retirement costs (Note G)................................. 6,758 5,586
Income taxes.............................................. 3,064 6,015
Other accrued liabilities................................. 700 747
-------- --------
Total Current Liabilities................................. 20,613 33,401
-------- --------
Commitments and contingencies (Note B)

Stockholders' Equity:
Preferred stock, $1 par value; authorized 2,000,000 shares;
issued and outstanding: none -- --
Common stock, $1 par value; authorized 60,000,000 shares;
issued and outstanding: 22,611,204 in 2001 and 22,537,204
in 2000................................................... 22,611 22,537
Capital in excess of par value.............................. 13,878 12,263
Treasury stock, $1 par value; 3,840 shares in 2001 and
2000...................................................... (232) (232)
Retained earnings........................................... 58,261 74,123
Accumulated other comprehensive loss........................ (1,551) (124)
-------- --------
Total Stockholders' Equity.................................. 92,967 108,567
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.................. $113,580 $141,968
======== ========

The accompanying notes are an integral part of these consolidated financial
statements.

HELIX TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31,
------------------------------------
2001 2000 1999
---------- ---------- ----------
(IN THOUSANDS EXCEPT PER SHARE DATA)

Net sales................................................... $112,994 $253,085 $139,389

Costs and expenses:
Cost of sales............................................. 75,275 131,950 77,487
Research and development.................................. 16,069 16,131 9,916
Selling, general and administrative....................... 35,075 42,421 31,976
Restructuring charge (Note H)............................. 1,047 -- --
-------- -------- --------
127,466 190,502 119,379
-------- -------- --------
Operating (loss) income..................................... (14,472) 62,583 20,010

Joint venture income (Note E)............................... 2,398 4,132 1,415
Interest and other income................................... 867 1,241 856
Gain on sale of building (Note I)........................... -- -- 1,397
-------- -------- --------
(Loss) income before taxes.................................. (11,207) 67,956 23,678
Income tax (benefit) provision.............................. (5,267) 22,086 7,814
-------- -------- --------
Net (loss) income........................................... $ (5,940) $ 45,870 $ 15,864
======== ======== ========
Net (loss) income per share:
Basic..................................................... $ (0.26) $ 2.04 $ 0.71
Diluted................................................... $ (0.26) $ 2.02 $ 0.70
Number of shares used in per share calculations:
Basic..................................................... 22,565 22,498 22,336
Diluted................................................... 22,565 22,762 22,623

The accompanying notes are an integral part of these consolidated financial
statements.

HELIX TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

COMMON STOCK
-------------------- ACCUMULATED
CAPITAL OTHER STATEMENTS OF
PAR IN EXCESS TREASURY RETAINED COMPREHENSIVE COMPREHENSIVE
SHARES VALUE OF PAR STOCK EARNINGS INCOME (LOSS) TOTAL INCOME
---------- -------- --------- -------- -------- -------------- -------- --------------
(IN THOUSANDS EXCEPT SHARE DATA)

Balance, December 31,
1998..................... 22,319,131 $22,319 $ 7,936 $ (438) $33,910 $ (359) $ 63,368
---------- ------- ------- ------- -------- ------- --------
Comprehensive income, net
of tax:
Net income............... -- -- -- 15,864 -- 15,864 $15,864
Other comprehensive
income:
Foreign currency
translation
adjustments.......... -- -- -- -- 1,467 1,467 1,467
Unrealized loss on
available-for-sale
investment........... -- -- -- -- (40) (40) (40)
------- -------
Other comprehensive
income................. -- -- -- -- 1,427 1,427
-------
Comprehensive income....... $17,291
=======
Shares issued for stock
options.................. 56,500 57 746 -- -- -- 803
Shares issued for employee
savings plan............. -- 302 318 -- -- 620
Income tax effect from
exercise of stock
options.................. -- 330 -- -- -- 330
Shares tendered for
exercise of stock
options.................. -- -- (78) -- -- (78)
Cash dividends............. -- -- -- (10,711) -- (10,711)
---------- ------- ------- ------- -------- ------- --------
Balance, December 31,
1999..................... 22,375,631 22,376 9,314 (198) 39,063 1,068 71,623
---------- ------- ------- ------- -------- ------- --------
Comprehensive income, net
of tax:
Net income............... -- -- -- 45,870 -- 45,870 $45,870
Other comprehensive loss:
Foreign currency
translation
adjustments.......... -- -- -- -- (1,233) (1,233) (1,233)
Unrealized gain on
available-for-sale
investment........... -- -- -- -- 41 41 41
------- -------
Other comprehensive
loss................... -- -- -- -- (1,192) (1,192)
-------
Comprehensive income....... $44,678
=======
Shares issued for stock
options.................. 235,024 235 4,083 -- -- -- 4,318
Shares issued for employee
savings plan............. -- 42 711 -- -- 753
Retirement of treasury
stock.................... (73,451) (74) (4,361) 4,435 -- -- --
Income tax effect from
exercise of stock
options.................. -- 3,185 -- -- -- 3,185
Shares tendered for
exercise of stock
options.................. -- -- (5,180) -- -- (5,180)
Cash dividends............. -- -- -- (10,810) -- (10,810)
---------- ------- ------- ------- -------- ------- --------
Balance, December 31,
2000..................... 22,537,204 22,537 12,263 (232) 74,123 (124) 108,567
---------- ------- ------- ------- -------- ------- --------
Comprehensive income, net
of tax:
Net loss................. -- -- -- (5,940) -- (5,940) $(5,940)
Other comprehensive loss:
Foreign currency
translation
adjustments.......... -- -- -- -- (1,462) (1,462) (1,462)
Unrealized gain on
available-for-sale
investment........... -- -- -- -- 35 35 35
------- -------
Other comprehensive
loss................... -- -- -- -- (1,427) (1,427)
-------
Comprehensive loss......... $(7,367)
=======
Shares issued for stock
options.................. 74,000 74 1,480 -- -- -- 1,554
Income tax effect from
exercise of stock
options.................. -- 135 -- -- -- 135
Cash dividends............. -- -- -- (9,922) -- (9,922)
---------- ------- ------- ------- -------- ------- --------
Balance, December 31,
2001..................... 22,611,204 $22,611 $13,878 $ (232) $58,261 $(1,551) $ 92,967
========== ======= ======= ======= ======== ======= ========

The accompanying notes are an integral part of these consolidated financial
statements.

HELIX TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31,
---------------------------------
2001 2000 1999
--------- --------- ---------
(IN THOUSANDS)

Cash flows from operating activities:
Net (loss) income......................................... $ (5,940) $ 45,870 $ 15,864
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
Depreciation and amortization........................... 5,268 4,233 4,045
Deferred income taxes................................... 737 596 (1,883)
Gain on sale of property................................ -- -- (1,397)
Undistributed earnings of joint venture, other.......... (1,643) (4,085) (533)
Performance-based stock compensation.................... -- -- 1,581
Shares issued for employee savings plan................. -- 753 620
Income tax effect from exercise of stock options........ 135 3,185 330
Net change in other operating assets and liabilities
(1)................................................... 10,656 (18,672) (6,197)
-------- -------- --------
Net cash provided by operating activities................. 9,213 31,880 12,430
-------- -------- --------
Cash flows from investing activities:
Proceeds from sale of property............................ -- -- 2,500
Capital expenditures...................................... (15,944) (12,427) (4,561)
Purchase of investments................................... (36,624) (42,512) (23,910)
Sale of investments....................................... 44,077 41,826 26,092
-------- -------- --------
Net cash (used) provided by investing activities.......... (8,491) (13,113) 121
-------- -------- --------
Cash flows from financing activities:
Shares tendered for exercise of stock options............. -- (5,180) (78)
Net cash provided by employee stock plans................. 1,554 1,250 803
Cash dividends paid....................................... (9,922) (10,810) (10,711)
-------- -------- --------
Net cash used by financing activities..................... (8,368) (14,740) (9,986)
-------- -------- --------
(Decrease) increase in cash and cash equivalents............ (7,646) 4,027 2,565
Cash and cash equivalents, January 1........................ 15,435 11,408 8,843
-------- -------- --------
Cash and cash equivalents, December 31...................... $ 7,789 $ 15,435 $ 11,408
======== ======== ========
(1) Change in other operating assets and liabilities:
Decrease (increase) in receivables...................... $ 28,246 $(20,764) $ (9,696)
Decrease (increase) in inventories...................... 2,911 (11,762) (3,631)
(Increase) decrease in income tax receivable............ (7,344) -- --
(Increase) decrease in other current assets............. (369) (582) (520)
(Decrease) increase in accounts payable................. (8,888) 9,503 4,738
(Decrease) increase in other accrued expenses........... (3,900) 4,933 2,912
-------- -------- --------
Net change in other operating assets and liabilities...... $ 10,656 $(18,672) $ (6,197)
======== ======== ========
Income taxes paid........................................... $ 3,929 $ 15,294 $ 6,619
======== ======== ========

Supplemental disclosure of non-cash activity in 2001, 2000, and 1999 of $0,
$3,068,000, and $0, respectively, was reclassed from other accrued expenses to
equity in connection with issuance of stock options.

The accompanying notes are an integral part of these consolidated financial
statements.

HELIX TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries after elimination of all intercompany
transactions. The investment in and operating results of the Company's 50%-owned
joint venture are included on the basis of the equity method of accounting.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates. Certain
reclassifications have been made to prior years' consolidated financial
statements to conform with the current presentation.

FOREIGN CURRENCY TRANSLATION

Assets and liabilities of subsidiaries outside the United States are translated
into U.S. dollars using current exchange rates. Revenue and expense accounts are
translated at the average rates in effect during the year. The effects of
foreign currency translation adjustments are included in accumulated other
comprehensive income (loss) as a component of stockholders' equity. Transaction
gains/losses were not material. The effect of foreign currency exchange rates on
cash and cash equivalents was not material.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include demand deposits, money market accounts, and
other highly liquid investments with original maturities of three months or less
at the date of purchase.

INVESTMENTS

The Company's investments are classified as available-for-sale securities, and
the difference in the cost and fair value of these investments is included in
other comprehensive income until maturity or sale of the investment at which
time it is included in interest and other income. The Company's investments
consist of the following:

DECEMBER 31,
---------------------------------------------
2001 2000
--------------------- ---------------------
COST FAIR VALUE COST FAIR VALUE
-------- ---------- -------- ----------
(IN THOUSANDS)

Money market funds...................... $ 946 $ 946 $ 2,397 $ 2,397
Municipal bonds, government agencies,
and tax-free bonds.................... 8,245 8,325 14,201 14,257
------ ------ ------- -------
$9,191 $9,271 $16,598 $16,654
====== ====== ======= =======

CREDIT RISK

Financial instruments that potentially subject the Company to significant
concentrations of credit risk consist principally of cash and cash equivalents,
short-term investments, short-term foreign exchange

HELIX TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
contracts, and trade receivables. Cash and cash equivalents are placed with the
Company's primary bank, a major financial institution, with a high quality
credit rating. The Company's investments consist of money market funds,
municipal government agencies and tax-free bonds or investment-grade securities.
The short-term foreign currency exchange contracts are entered into with its
primary bank. The Company's customers are concentrated primarily in one industry
segment, the semiconductor manufacturing industry, and, historically, a
significant portion of the Company's sales have been to a limited number of
customers within this industry. The Company performs ongoing credit evaluations
of its customers' financial condition and may require deposits on large orders
but does not require collateral or other security to support customer
receivables.

INVENTORIES

DECEMBER 31,
-------------------
2001 2000
-------- --------
(IN THOUSANDS)

Finished goods............................................ $ 8,570 $ 9,522
Work in process........................................... 13,067 15,336
Materials and parts....................................... 5,656 5,346
------- -------
$27,293 $30,204
======= =======

Inventories are stated at the lower of cost or market on a first-in, first-out
basis.

PROPERTY, PLANT, AND EQUIPMENT

Property, plant, and equipment is stated at cost.

DECEMBER 31,
-------------------
2001 2000
-------- --------
(IN THOUSANDS)

Machinery and equipment................................... $44,037 $39,462
Leasehold improvements.................................... 9,383 7,697
Construction in progress.................................. 11,695 2,781
------- -------
$65,115 $49,940
======= =======

Depreciation is provided on the straight-line method over the estimated useful
lives of the assets. Leasehold improvements are amortized over the lesser of
their useful life or the remaining life of the lease. Estimated useful lives of
machinery and equipment range from 3 to 15 years.

Maintenance and repairs are charged to expense as incurred and betterments are
capitalized. The cost of assets sold or retired and related depreciation are
removed from the accounts at the time of sale and any resulting gain or loss is
reflected in income.

REVENUE RECOGNITION

The Company recognizes revenue from product sales upon shipment provided title
and risk of loss have been transferred to the customer, there is evidence of an
arrangement, the price is fixed or determinable,

HELIX TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
and collection is reasonably assured. Revenue from global support services is
recognized as performed or ratably over the period of the related agreements.

RESEARCH AND DEVELOPMENT COSTS

Research and development costs are expensed as incurred.

CAPITALIZED SOFTWARE COSTS

The Company capitalizes internal-use software development costs in accordance
with the provisions of SoP 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use." The capitalized cost is amortized
beginning when it is placed into service on a straight-line basis over its
estimated life ranging from 3 to 7 years.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company periodically evaluates the recoverability of long-lived assets
whenever events and changes in circumstances indicate that the carrying amount
of an asset may not be fully recoverable. When indicators of impairment are
present, the carrying values of the asset are evaluated in relation to the
operating performance and future undiscounted cash flows of the underlying
business. The net book value of the underlying asset is adjusted to fair value
if the sum of the expected discounted cash flows is less than book value. Fair
values are based on estimates of market prices and assumptions concerning the
amount and timing of estimated future cash flows and assumed discount rates,
reflecting varying degrees of perceived risk.

STOCK COMPENSATION

Employee stock awards under the Company's and its subsidiaries' compensation
plans are accounted for in accordance with Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees", ("APB 25") and related
interpretations. The Company provides the disclosure requirements of Statement
of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation," ("SFAS 123") and related interpretations.

INCOME TAXES

Deferred income taxes result from temporary differences in the recognition of
revenues and expenses between financial statements and tax returns. Tax credits
are recognized when realized for tax purposes using the "flow-through" method of
accounting. The Company has not provided for federal income taxes applicable to
undistributed earnings of its foreign subsidiaries and its 50% owned joint
venture since these earnings are indefinitely reinvested. The Company assesses
the need for a valuation allowance at each balance sheet date based on all
available evidence.

NET (LOSS) INCOME PER SHARE

Basic net (loss) income per common share is based on the weighted average number
of common shares outstanding during the year. Diluted net (loss) income per
common share reflects the potential dilution that could occur if outstanding
stock options were exercised and converted into common stock at the beginning of
the period.

HELIX TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The following table sets forth the computation of basic and diluted net (loss)
income per common share:

FOR THE YEARS ENDED DECEMBER 31,
---------------------------------
2001 2000 1999
--------- --------- ---------
(IN THOUSANDS
EXCEPT PER SHARE DATA)

Net (loss) income................................ $(5,940) $45,870 $15,864
======= ======= =======
Basic shares..................................... 22,565 22,498 22,336
Add: Common equivalent shares (1)................ -- 264 287
------- ------- -------
Diluted shares................................... 22,565 22,762 22,623
Basic net (loss) income per share................ $ (0.26) $ 2.04 $ 0.71
======= ======= =======
Diluted net (loss) income per share.............. $ (0.26) $ 2.02 $ 0.70
======= ======= =======

------------------------

(1) Common equivalent shares represent shares issuable upon conversion of stock
options (using the treasury stock method). Options outstanding not included
in the computation of diluted shares were 468,000 in 2001 because the
Company was in a net loss position and the inclusion of such shares would be
anti-dilutive. As of December 31, 2000, 80,000 options outstanding were not
included in the computation, because the option price was greater than the
average market price of the common shares. As of December 31, 1999, the
Company had no stock options that were anti-dilutive.

B. COMMITMENTS AND CONTINGENCIES

The Company leases certain facilities and equipment under long-term operating
leases.

Future minimum lease payments under the noncancelable operating leases are:

OPERATING LEASES
----------------
(IN THOUSANDS)

2002........................................................ $ 5,040
2003........................................................ 4,077
2004........................................................ 3,372
2005........................................................ 2,819
2006........................................................ 1,678
Later years................................................. 5,471
-------
Total....................................................... $22,457
=======

Total rental expense under operating leases was $5,777,000 in 2001, $5,334,000
in 2000 and $4,130,000 in 1999.

The Company enters into short-term foreign currency forward contracts with its
primary bank to minimize the effect of foreign currency exchange rate
fluctuations on certain intercompany transactions with its wholly owned
European, Taiwanese, and Japanese subsidiaries. These derivative instruments are
not designated as hedging instruments; therefore, gains and losses on these
transactions are recorded in cost of sales. The gains and losses on these
instruments partially offset the realized and unrealized foreign exchange gains
and losses of the underlying exposures. The net gains and losses were not
material for the years ended December 31, 2001, 2000 and 1999. The notional
amounts of the Company's outstanding

HELIX TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

B. COMMITMENTS AND CONTINGENCIES (CONTINUED)
foreign currency forward contracts at December 31, 2001 and 2000, were
$9,210,000 and $12,022,000, respectively.

The Company has an agreement with a bank to sell specific Japanese
Yen-"denominated" receivables, subject to recourse provisions. During 2001,
approximately $1,616,000 of receivables were sold under these arrangements. As
of December 31, 2001 and 2000, approximately $480,000 and $1,049,000,
respectively, of these receivables sold to the bank remained outstanding. The
Company does not believe it is materially at risk for any losses as a result of
this agreement.

The Company is a defendant in an action brought in 1998 in the Massachusetts
Superior Court by Raytheon Company which alleges that between 1992 and 1994 the
Company sold Raytheon defective components used in missile guidance systems
manufactured by Raytheon. The Company has not been in the business of selling
these components since 1994. The Company has denied all claims that Raytheon has
asserted and succeeded in having certain claims dismissed, although these
dismissals are potentially appealable at the conclusion of the trial stage of
the case. The action is in the discovery and motion phase and no trial date has
been set. The Company believes that it has meritorious defenses and that,
although the ultimate outcome of the matters cannot be predicted with certainty,
the disposition of the matters should not have a material effect on our
financial position.

The Company is also involved in various legal proceedings in the normal course
of business. The Company believes these proceedings involve amounts that would
not have a material effect on its financial position or results of operations if
such proceedings were resolved unfavorably.

The Company has a three year revolving credit agreement with Fleet National Bank
entered into in July 2000 that permits it to borrow up to $25.0 million, subject
to compliance with certain covenants. Loans under the credit agreement bear
interest for each calendar quarter at an annual rate equal to, at the Company's
option, either the applicable LIBOR rate or the lender's base rate, plus a
varying margin. The Company has no borrowings outstanding under the credit
agreement. As of December 31, 2001, the Company is not in compliance with one of
the financial covenants, relating to profitability, and therefore cannot access
the line of credit at this time. As a result, the Company is currently in
negotiations with the bank to amend the agreement.

HELIX TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

C. INCOME TAXES

The components of (loss) income before income taxes and the related (benefit
from) provision for income taxes are presented below:

FOR THE YEARS ENDED DECEMBER 31,
---------------------------------
2001 2000 1999
--------- --------- ---------
(IN THOUSANDS)

(Loss) income before income taxes:
Domestic.................................... $(11,281) $66,906 $22,500
Foreign..................................... 74 1,050 1,178
-------- ------- -------
$(11,207) $67,956 $23,678
======== ======= =======

Income tax (benefit) provision:
Current:
Federal..................................... $ (6,123) $18,271 $ 8,114
Foreign..................................... 22 748 558
State....................................... 97 2,471 1,025
-------- ------- -------
(6,004) 21,490 9,697

Deferred:
Federal..................................... 587 400 (1,675)
State....................................... 150 196 (208)
-------- ------- -------
737 596 (1,883)
-------- ------- -------
Total........................................... $ (5,267) $22,086 $ 7,814
======== ======= =======

The Company's deferred tax assets and (liabilities) are comprised of the
following:

DECEMBER 31,
-------------------
2001 2000
-------- --------
(IN THOUSANDS)

Deferred tax assets:
Inventory valuation......................................... $2,198 $2,810
Compensation and benefit plans.............................. 2,636 2,802
Leases...................................................... 138 163
Depreciation................................................ 435 484
Net operating loss and tax credit carryforwards............. 95 104
Other....................................................... 259 144
------ ------
Total deferred tax assets................................. 5,761 6,507
Deferred tax liabilities.................................... (54) (63)
------ ------
Net deferred tax assets................................... $5,707 $6,444
====== ======

Deferred income taxes on undistributed earnings of the foreign subsidiaries are
not material. The Company believes that its deferred tax assets are more likely
than not realizable; therefore, no valuation allowance is required.

HELIX TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

C. INCOME TAXES (CONTINUED)

The table below reconciles the expected U.S. federal income tax (benefit)
provision to the recorded income tax (benefit) provision in the statements of
operations:

DECEMBER 31,
------------------------------
2001 2000 1999
-------- -------- --------
(IN THOUSANDS)

Federal tax computed at statutory rate of 35%..... $(3,923) $23,785 $8,287
State income taxes, net of federal income tax
benefit......................................... 160 1,733 531
Foreign sales corporation tax benefit............. -- (1,508) (548)
Foreign earnings not subject to U.S. income
taxes........................................... (575) (1,127) (308)
R&D and foreign tax credits....................... (400) (1,150) (508)
Other, net........................................ (529) 353 360
------- ------- ------
Income tax (benefit) provision.................... $(5,267) $22,086 $7,814
======= ======= ======

D. CAPITAL STOCK

Options for the purchase of shares of the Company's common stock have been
granted to officers, directors, and key employees under various nonqualified
stock option agreements. The terms of these agreements provide that the options
are exercisable over a number of years from the date of grant at not less than
the fair market value at the date of grant.

Options expire at various dates through the year 2011. At December 31, 2001 and
2000, respectively, 842,250 and 916,250 shares of common stock were reserved for
stock options. At December 31, 2001, 2000 and 1999, respectively, 188,625,
161,000 and 115,274 nonqualified stock options were exercisable. In 1989 the
Company entered into an agreement with its president under which options to
purchase up to 800,000 shares of the Company's common stock were granted at a
price of $1.69 per share, exercisable over a ten-year period subject to the
attainment of certain financial performance targets. At December 31, 1999,
options for the purchase of 640,000 shares had been exercised. The remaining
160,000 shares became exercisable on March 1, 2000, and were exercised. In
connection with this agreement, compensation expense of $0 and $1,581,000 was
charged in 2000 and 1999, respectively.

In the first quarter of 1999, the Company entered into a new employment
agreement with its president under which nonqualified options to purchase up to
200,000 shares of the Company's common stock were granted at the fair market
value of $20.81 per share, vesting over an eight-year period.

HELIX TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

D. CAPITAL STOCK (CONTINUED)
The following table summarizes option activity for the years ended 1999, 2000,
and 2001:

NUMBER OF WEIGHTED AVERAGE
OPTIONS OUTSTANDING COMMON SHARES EXERCISE PRICE
------------------- ------------- ----------------

January 1, 1999................................ 570,774 $14.41

Options granted................................ 331,500 $21.68
Options exercised.............................. (56,500) $14.21
Options canceled............................... (73,500) $20.65
--------
December 31, 1999.............................. 772,274 $16.95

Options granted................................ 40,000 $55.95
Options exercised.............................. (235,024) $ 7.54
Options canceled............................... (32,375) $24.60
--------
December 31, 2000.............................. 544,875 $23.42

Options granted................................ 98,500 $27.79
Options exercised.............................. (74,000) $21.01
Options canceled............................... (101,000) $33.84
--------
December 31, 2001.............................. 468,375 $22.47
========

The following table summarizes information concerning outstanding and
exercisable options at December 31, 2001:

OPTIONS OUTSTANDING OPTIONS EXERCISABLE
----------------------------------------------- ----------------------------
RANGE OF WEIGHTED AVERAGE WEIGHTED WEIGHTED
EXERCISE NUMBER REMAINING AVERAGE NUMBER AVERAGE
PRICES OUTSTANDING CONTRACTUAL LIFE EXERCISE PRICE EXERCISABLE EXERCISE PRICE
--------------- ----------- ---------------- -------------- ----------- --------------

$ 2.86 - $18.44 93,250 2.6 years $16.41 89,250 $16.74
$20.81 - $20.81 237,625 5.8 years $20.81 53,875 $20.81
$23.11 - $28.83 122,500 7.5 years $26.01 40,500 $23.94
$40.69 - $65.97 15,000 8.1 years $57.54 5,000 $53.33
--------------- ------- --------- ------ ------- ------
$ 2.86 - $65.97 468,375 5.7 years $22.47 188,625 $20.42

The Company adopted the disclosure-only option under Statement of Financial
Accounting Standards No. 123 (SFAS 123), "Accounting for Stock-Based
Compensation." If the accounting provisions of

HELIX TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

D. CAPITAL STOCK (CONTINUED)
SFAS 123 had been adopted, the effect on net (loss) income and basic and diluted
net (loss) income per share would have been as follows:

FOR THE YEARS ENDED DECEMBER 31,
---------------------------------
2001 2000 1999
--------- --------- ---------
(IN THOUSANDS
EXCEPT PER SHARE DATA)

As Reported

Net (loss) income................................ $(5,940) $45,870 $15,864
Basic net (loss) income per share................ $ (0.26) $ 2.04 $ 0.71
Diluted net (loss) income per share.............. $ (0.26) $ 2.02 $ 0.70

Pro Forma

Net (loss) income................................ $(6,447) $45,023 $15,179
Basic net (loss) income per share................ $ (0.29) $ 2.00 $ 0.68
Diluted net (loss) income per share.............. $ (0.29) $ 1.98 $ 0.67

The weighted average fair value of options granted during 2001, 2000, and 1999
was $14.80, $31.96 and $10.63, respectively. The fair value of each option grant
is estimated on the date of grant using the Black-Scholes option-pricing model
with the following weighted average assumptions:

2001 2000 1999
-------- -------- --------

Dividend yield............................................ 1.8% 1.2% 1.8%
Expected stock price volatility........................... 60% 60% 50%
Risk-free interest rate................................... 5.13% 6.38% 5.18%
Expected holding period (years)........................... 6.4 6.2 7.4

E. OTHER ASSETS

The Company owns 50% of a joint venture company, Ulvac Cryogenics, Inc., with an
unrelated Japanese manufacturer to produce cryogenic vacuum pumps in Japan.

Condensed results of operations for the joint venture for each of the three
fiscal years ended September 30 are as follows:

2001 2000 1999
-------- -------- --------
(IN THOUSANDS)

Net sales........................................ $36,233 $46,199 $24,229
======= ======= =======
Gross profit..................................... $11,294 $16,511 $ 7,847
======= ======= =======
Net income....................................... $ 3,284 $ 6,443 $ 1,762
======= ======= =======
Joint venture income, including royalty income
and equity income.............................. $ 2,398 $ 4,132 $ 1,415
======= ======= =======

HELIX TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

E. OTHER ASSETS (CONTINUED)
Condensed balance sheet information as of September 30 is as follows:

2001 2000
-------- --------
(IN THOUSANDS)

Current assets............................................ $29,690 $41,743
Noncurrent assets......................................... 5,994 5,230
------- -------
Total assets.............................................. $35,684 $46,973
======= =======

Current liabilities....................................... $12,152 $23,075
Long-term liabilities..................................... 1,248 1,118
Stockholders' equity...................................... 22,284 22,780
------- -------
Total liabilities and stockholders' equity................ $35,684 $46,973
======= =======

The Company's net investment in the joint venture of approximately $11,142,000
and $10,998,000 at December 31, 2001 and 2000, respectively, is reported in
other assets. The Company's net investment at December 31, 2001 and 2000,
reflects a cumulative translation loss of $254,000 and a cumulative translation
gain of $728,000, respectively. This currency translation gain or loss, which is
included in stockholders' equity, resulted from translating the balance sheet of
the joint venture into U.S. dollars.

F. SEGMENT INFORMATION

LINE OF BUSINESS AND FOREIGN OPERATIONS

The Company operates in one reportable segment: the development, manufacture,
sale, and support of cryogenic and vacuum equipment. The Company's management
currently uses consolidated financial information in determining how to allocate
resources and assess performance.

The consolidated financial statements include the accounts of wholly owned
international subsidiaries that operate customer support facilities to sell and
service products manufactured in the United States. A summary of United States
and international operations follows for the years ended December 31:

UNITED
STATES INTERNATIONAL CONSOLIDATED
-------- ------------- ------------
(IN THOUSANDS)

2001
Net sales................................ $ 87,418 $25,576 $112,994
Long-lived assets........................ $ 37,114 $ 4,488 $ 41,602

2000

Net sales................................ $217,885 $35,200 $253,085
Long-lived assets........................ $ 27,531 $ 3,249 $ 30,780

1999

Net sales................................ $119,154 $20,235 $139,389
Long-lived assets........................ $ 17,328 $ 2,420 $ 19,748

HELIX TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

F. SEGMENT INFORMATION (CONTINUED)
EXPORT SALES AND SIGNIFICANT CUSTOMERS

The Company's export sales of $7,795,000 in 2001, $16,431,000 in 2000 and
$10,663,000 in 1999 are included in U.S. results.

The Company's largest customer represented 21%, 40%, and 29% of net sales for
2001, 2000, and 1999, respectively.

G. EMPLOYEE BENEFIT PLANS

A noncontributory defined benefit pension plan and a defined contribution plan
function together as the Company's retirement program, covering substantially
all of the Company's employees who have one year of service.

The following tables set forth the funded status of the defined benefit pension
plan and the amount reflected in the Company's consolidated balance sheets,
projected benefit obligation, and fair value of assets of the plan.

RECONCILIATION OF FUNDED STATUS

DECEMBER 31,
-------------------
2001 2000
-------- --------
(IN THOUSANDS)

Funded status............................................. $(2,715) $ 944
Unrecognized prior service cost........................... 17 26
Unrecognized net transition asset......................... (66) (106)
Unrecognized net actuarial gain........................... (2,618) (5,245)
------- -------
Accrued pension cost...................................... $(5,382) $(4,381)
======= =======

RECONCILIATION OF PROJECTED BENEFIT OBLIGATION

2001 2000
-------- --------
(IN THOUSANDS)

Benefit obligation January 1............................... $ 7,986 $5,879
Service cost............................................. 1,401 1,146
Interest cost............................................ 693 574
Actuarial loss........................................... 1,300 787
Benefits paid............................................ (652) (400)
Settlements or curtailments.............................. (238) --
------- ------
Benefit obligation December 31............................. $10,490 $7,986
======= ======

HELIX TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

G. EMPLOYEE BENEFIT PLANS (CONTINUED)
RECONCILIATION OF FAIR VALUE OF ASSETS

2001 2000
-------- --------
(IN THOUSANDS)

Fair value of assets January 1.............................. $8,930 $8,215
Actual return on plan assets.............................. (503) 615
Benefits paid............................................. (652) (400)
Transfer from Personal Account Plan....................... -- 500
------ ------
Fair value of assets December 31............................ $7,775 $8,930
====== ======

The Company's net pension cost included the following components:

2001 2000 1999
-------- -------- --------
(IN THOUSANDS)

Service cost........................................ $1,401 $1,146 $1,024
Interest cost....................................... 693 574 515
Expected return on assets........................... (669) (611) (546)
Net amortization of:
Prior service cost................................ 7 7 7
Net actuarial gain................................ (156) (291) (125)
Transition obligation............................. (39) (39) (39)
Curtailment gain.................................... (236) -- --
------ ------ ------
Net periodic pension cost........................... $1,001 $ 786 $ 836
====== ====== ======

Key assumptions used in computing year-end obligations for the defined benefit
plan were:

2001 2000 1999
-------- -------- --------

Discount rate for obligations............................. 7.25% 7.50% 8.00%
Rate of compensation increase............................. 5.00% 5.00% 5.50%
Long-term rate of return on assets........................ 9.00% 9.00% 9.00%

The Company has Employee Savings Plans, qualified under Section 401(k), which
are designed to supplement retirement income. The Company contributes a
percentage of the participants' contributions up to a defined maximum amount.
The contributions expense, net of forfeitures, was $1,799,000 in 2001,
$1,817,000 in 2000 and $1,239,000 in 1999.

The Company has a Supplemental Key Executive Retirement Plan which is designed
to supplement benefits paid to participants under Company-funded, tax-qualified
retirement plans. The Company recorded additional retirement costs of $167,000
in 2001, $217,000 in 2000 and $186,000 in 1999 in connection with this plan.

H. RESTRUCTURING CHARGES

During the third quarter of 2001, the Company implemented and completed a
restructuring program that resulted in the reduction of approximately 110
employees in response to the continued slowdown in the

HELIX TECHNOLOGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

H. RESTRUCTURING CHARGES (CONTINUED)
semiconductor capital equipment industry. As a result, the Company recorded a
restructuring charge of approximately $1.0 million primarily related to
severance and fringe benefit costs.

I. GAIN ON SALE OF BUILDING

The Company sold its Colorado facility in December 1999, recognizing a
$1.4 million gain, and moved to a new leased facility during 2000.

J. RECENT ACCOUNTING PRONOUNCEMENTS

The Company believes that the adoption of these standards will not have a
material impact on its consolidated financial statements.

HELIX TECHNOLOGY CORPORATION

SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS

FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999

(IN THOUSANDS)

ADDITIONS
-----------------------
BALANCE AT CHARGED TO CHARGED TO DEDUCTIONS BALANCE AT
BEGINNING COSTS AND OTHER FROM END
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS RESERVES OF PERIOD
----------- ---------- ---------- ---------- ---------- ----------

Year ended December 31, 2001
Allowance for doubtful accounts........ $197 $328 $ -- $125 $400
==== ==== ==== ==== ====

Year ended December 31, 2000
Allowance for doubtful accounts........ $185 $100 $ -- $ 88 $197
==== ==== ==== ==== ====

Year ended December 31, 1999
Allowance for doubtful accounts........ $228 $ 63 $ -- $106 $185
==== ==== ==== ==== ====

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

We did not change accountants or file any Current Reports on Form 8-K reporting
a disagreement on an accounting principle, practice or financial statement
disclosure during the three-year period ended December 31, 2001.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Officers are elected annually by the Board and serve at the discretion of the
Board.

Additional information required by this item is incorporated herein by reference
to the registrant's proxy statement for its 2002 Annual Meeting of Stockholders
that will be filed with the SEC on February 21, 2002 pursuant to
Regulation 14A.

ITEM 11. EXECUTIVE COMPENSATION

Information required by this item is incorporated herein by reference to the
registrant's proxy statement for its 2002 Annual Meeting of Stockholders that
will be filed with the SEC on February 21, 2002, pursuant to Regulation 14A.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There were no related-party transactions.

PART IV

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

(a) 1. Financial Statements.

The Consolidated Financial Statements are listed under Item 8 of
this report.

2. Financial Statement Schedules.

The required Financial Statement Schedules are listed under Item 8
of this report.

3. Exhibits.

The Exhibits filed as part of this report are listed on the Exhibit
Index immediately following the signature page hereto, which Exhibit
Index is incorporated herein by reference.

(b) The Company did not file any Current Reports on Form 8-K during the quarter
ended December 31, 2001.

(c) Exhibits required by Item 601 of Regulation S-K are listed on the Exhibit
Index immediately following the signature page hereto.

(d) Separate financial statements of: (1) subsidiaries not consolidated and
fifty-percent-or-less owned persons; (2) affiliates whose securities are
pledged as collateral; and (3) other Schedules are not filed because they
are either not applicable or the items do not exceed the various disclosure
levels.

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, this 20th day of February,
2002.

HELIX TECHNOLOGY CORPORATION
(Registrant)

/s/ ROBERT J. LEPOFSKY
------------------------------------------
Robert J. Lepofsky
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 on
this 20th day of February, 2002, in the capacities indicated.

SIGNATURES TITLES
---------- ------

(i) Principal Executive Officer

/s/ ROBERT J. LEPOFSKY
------------------------------------------- President and Chief Executive Officer
Robert J. Lepofsky

(ii) Principal Financial Officer

/s/ JAY ZAGER
------------------------------------------- Senior Vice President and Chief Financial
Jay Zager Officer

(iii) Principal Accounting Officer

/s/ TEODOR KLOWAN, JR.
------------------------------------------- Corporate Controller and Chief Accounting
Teodor Klowan, Jr. Officer

SIGNATURES TITLES
---------- ------

(iv) A Majority of the Board of Directors

/s/ ARTHUR R. BUCKLAND
------------------------------------------- Director
Arthur R. Buckland

/s/ MATTHEW O. DIGGS, JR.
------------------------------------------- Director
Matthew O. Diggs, Jr.

/s/ FRANK GABRON
------------------------------------------- Director
Frank Gabron

/s/ ROBERT H. HAYES
------------------------------------------- Director
Robert H. Hayes

/s/ ROBERT J. LEPOFSKY
------------------------------------------- Director
Robert J. Lepofsky

/s/ MARVIN G. SCHORR
------------------------------------------- Director and Chairman of the Board
Marvin G. Schorr

/s/ MARK S. WRIGHTON
------------------------------------------- Director
Mark S. Wrighton

EXHIBIT INDEX

2.1 Agreement and Plan of Merger dated as of April 16, 1998,
among Helix Technology Corporation, Helix Acquisition
Corporation, Granville-Phillips Company, and certain
principal stockholders of Granville-Phillips Company. Filed
as Exhibit 2.1 to the Company's Current Report on Form 8-K
filed May 15, 1998 and incorporated herein by reference.

2.2 Escrow Agreement dated May 7, 1998. Filed as Exhibit 2.3 to
the Company's Current Report on Form 8-K filed May 15, 1998
and incorporated herein by reference.

3.1 Restated Certificate of Incorporation, as amended on May 7,
1987, May 18, 1988, April 20, 1995 and April 29, 1998.
Filed as Exhibit 3.1 to the Company's Current Report on
Form 8-K filed May 15, 1998 and incorporated herein by
reference.

3.2 Bylaws, as amended through December 9, 1987. Filed herewith.

10.1 Basic agreement between the Company and Ulvac Corporation
dated August 17, 1981. Filed as Exhibit 10.13 to a
Registration Statement on Form S-2, Registration
No. 2-84880, and incorporated herein by reference.

10.2 Lease agreement dated July 24, 1984, as amended July 26,
1999, between Long Gate LLC as Lessor and the Company as
Lessee. Filed as Exhibit 10.2 to the Company's Form 10-K for
the Year Ended December 31, 1999 and incorporated herein by
reference.

10.3 Lease agreement dated May 23, 1991, between Mansfield
Corporate Center Limited Partnership as Lessor and the
Company as Lessee. Filed as Exhibit 10-(14) to the Company's
Form 10-K for the Year Ended December 31, 1991 and
incorporated herein by reference.

10.4 Lease agreement dated May 21, 1996, between LakeCenter
Plaza, Ltd., LLP as Lessor and the Company as Lessee. Filed
as Exhibit 10-(4) to the Company's Form 10-K for the Year
Ended December 31, 1998 and incorporated herein by
reference.

10.5 Lease agreement dated August 7, 1998, between Mitsubishi
Jisho Co., Ltd. as Lessor and the Company as Lessee. Filed
as Exhibit 10-(5) to the Company's Form 10-K for the Year
Ended December 31, 1998 and incorporated herein by
reference.

10.6 Lease agreement dated May 14, 1999, between MUM IV, LLC as
Lessor and the Company as Lessee. Filed as Exhibit 10.6 to
the Company's Form 10-K for the Year Ended December 31,
1999 and incorporated herein by reference.

10.7 Revolving Credit Agreement, dated July 18, 2000, by and
between Helix Technology Corporation and Fleet National
Bank. Filed as Exhibit 4.1 to the Company's Form 10-Q for
the Quarter Ended September 29, 2000 and incorporated herein
by reference.

10.8 The Company's informal incentive bonus plan. Filed as
Exhibit 10.9 to a Registration Statement on Form S-2,
Registration No. 2-84880 and incorporated herein by
reference.*

10.9 The Company's Supplemental Key Executive Retirement Plan
effective February 13, 1992. Filed as Exhibit 14-(14) to the
Company's Form 10-K for the Year Ended December 31, 1992 and
incorporated herein by reference.*

10.10 The Company's 1996 Equity Incentive Plan. Included as
Exhibit A to the Company's Definitive Proxy Statement on
Schedule 14-A filed on March 25, 1996 for its 1996 Annual
Meeting of Stockholders held on April 24, 1996 and
incorporated herein by reference.*

10.11 The Company's Amended and Restated Stock Option Plan for
Non-Employee Directors. Filed herewith.*

10.12 Employment Agreement dated July 18, 1997, between the
Company and Robert E. Anastasi. Filed as Exhibit 10-(13) to
the Company's Form 10-K for the Year Ended December 31, 1997
and incorporated herein by reference.*

10.13 Employment Agreement dated February 11, 1999, between the
Company and Robert J. Lepofsky. Filed as Exhibit 10-(1) to
the Company's Form 10-Q for the Quarter Ended April 2, 1999
and incorporated herein by reference.*

10.14 The Company's Supplemental Benefit Plan. Filed as
Exhibit 10.15 to the effective April 1, 1999. Company's
Form 10-K for the Year Ended December 31, 1999 and
incorporated herein by reference.*

10.15 Directors' Deferred Compensation Plan. Filed herewith.*

21.1 Subsidiaries of the Registrant. Filed herewith.

23.1 Consent of Independent Accountants. Filed herewith.

99.1 Important Factors That May Affect Future Results. Filed
herewith.

------------------------

* Denotes management contract or compensation plan.