ROFIN SINAR TECHNOLOGIES INC
10-Q/A, 1997-02-21
MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                      ------------------------------------

   
                                   FORM 10-Q/A
                                 AMENDMENT NO. 1
    

(Mark one)
[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1996

                                       OR


[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES AND EXCHANGE ACT OF 1934
For the transition period from _____________ to _________________

Commission file number: 000-21377

                          Rofin-Sinar Technologies Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)



                  Delaware                         38-3306461
     -----------------------------------     -----------------------
       (State of other jurisdiction of          (I.R.S. Employer
        incorporation or organization)         Identification No.)


      45701 Mast Street, Plymouth, MI                48170
 ------------------------------------------       -------------
  (Address of principal executive offices)          (Zip Code)


                                 (313) 455-5400
          ------------------------------------------------------------
              (Registrant's telephone number, including area code)

              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes x/ No

11,510,500 shares of the registrant's common stock, par value $.01 per share,
were outstanding as of February 13, 1997.

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<PAGE>
       
                                   SIGNATURES

   
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment to be signed on its behalf by the
undersigned thereunto duly authorized.



                                             Rofin-Sinar Technologies Inc.
                                             -----------------------------------
                                                      (Registrant)




Date: February 20, 1997                        /s/ Gunther Braun
                                             -----------------------------------
                                                   Gunther Braun
                                               Executive Vice President,
                                               Finance and Administration,
                                               and Chief Financial Officer

    
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Earnings Per Share

                                               Three Months Ended December 31,
                                                    1995            1996
                                                 ----------      ----------

Net income                                      $     1,435      $     2,678    
                                                           
Weighted average shares outstanding               8,631,578       11,565,250 (1)
                                                -----------      -----------    
                                                           
Earnings per share                              $      0.17      $      0.23    
                                                -----------      -----------

(1) Includes common stock-outstanding and common stock equivalent-stock options.


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