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FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _____________ to ______________
Commission file number 0-27308
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AAVID THERMAL TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 02-0466826
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Eagle Square, Suite 509, Concord, New Hampshire 03301
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (603) 224-1117
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Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value.
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports, and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K/A or any amendment to
this Form 10-K/A. [X]
As of March 15, 1996, the aggregate market value of the registrant's voting
stock held by non-affiliates of the registrant (based on the last sale price for
such shares as quoted by the Nasdaq National Market) was $29,838,326.00.
The number of outstanding shares of the registrant's Common Stock as of
March 15, 1996 was 6,440,206.
Documents incorporated by reference: None
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SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to the
Report to be signed on its behalf by the undersigned, thereunto duly authorized.
AAVID THERMAL TECHNOLOGIES, INC.
By: /s/ Ronald F. Borelli
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Ronald F. Borelli
President and Chief Executive Officer
July 2, 1997
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
Aavid Thermal Technologies, Inc.:
We have audited the accompanying consolidated balance sheets of Aavid Thermal
Technologies, Inc. as of December 31, 1995 and 1994, and the related
consolidated statements of operations, changes in stockholders' equity and cash
flows of the Company for the years ended December 31, 1995 and December 31,
1994, and the period from September 26, 1993 to December 31, 1993; we have also
audited the related consolidated statements of operations, changes in
stockholders' equity and cash flows of the Predecessor for the nine months ended
September 25, 1993. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Aavid
Thermal Technologies, Inc. as of December 31, 1995 and 1994, and the
consolidated results of its operations and cash flows of the Company for the
years ended December 31, 1995 and December 31, 1994 and the period from
September 26, 1993 to December 31, 1993; and the consolidated results of its
operations and cash flows for the Predecessor for the nine months ended
September 25, 1993 in conformity with generally accepted accounting principles.
/s/ COOPERS & LYBRAND L.L.P.
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COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
February 23, 1996
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