<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K/A
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 27, 1998
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 No. 0-29454
POWER-ONE, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 77-0420182
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
740 CALLE PLANO 93012
CAMARILLO, CALIFORNIA (Zip code)
(Address of principal executive
offices)
</TABLE>
Registrant's telephone number, including area code (805) 987-8741
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
(Title of class)
------------------------
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 / /
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 this Form 10-K or any amendment to this
Form 10-K. / /
The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of March 15, 1999 was approximately $83 million.
As of March 15, 1999, 17,100,107 shares of the Registrant's $0.001 par value
common stock were outstanding.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
----------------
The registrant has filed this Form 10-K/A solely to amend the cover page of
its Annual Report on Form 10-K, as filed with the Securities and Exchange
Commission on March 29, 1999, to indicate that the registrant has disclosed
delinquent filers pursuant to Item 405 of Regulation S-K in its definitive
amended proxy statement, as filed with the Commission on March 31, 1999,
incorporated by reference in Part III of its Form 10-K. Except for the cover
page, the content of the registrant's original Form 10-K is otherwise
unchanged.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act
of 1934, as amended, the registrant has duly caused this annual report Form
10-K/A to be signed on its behalf by the undersigned, thereunto duly
authorized.
POWER-ONE, INC.
By: /s/ STEVEN J. GOLDMAN
-----------------------------------------
Steven J. Goldman
CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE
DATE: April 6, 1999 OFFICER AND PRESIDENT
Pursuant to the requirements of the Securities Act of 1934, as amended, this
annual report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated below.
We the undersigned directors and officers of Power-One, Inc. hereby
constitute and appoint Steven J. Goldman and Eddie K. Schnopp, or any of them,
our true and lawful attorneys and agents, to do any and all acts and things in
our name and behalf in our capacities as directors and officers and to execute
any and all instruments for us and in our names in the capacities indicated
below, that said attorneys and agents, or either of them, may deem necessary or
advisable to enable said corporation to comply with the Securities and Exchange
Act of 1934, as amended, any rules, regulations, and requirements of the SEC, in
connection with this Report, including specifically, but not limited to, power
and authority to sign for us or any of us in our names and in the capacities
indicated below, any and all amendments and supplements to this Report, and we
hereby ratify and confirm all that the said attorneys and agents, or any of
them, shall do or cause to be done by virtue hereof.
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
Chairman of the Board,
/s/ STEVEN J. GOLDMAN Chief Executive Officer
- ------------------------------ and President April 6, 1999
(Steven J. Goldman) (Principal Executive
Officer)
Sr. Vice President,
/s/ EDDIE K. SCHNOPP Finance, Chief Financial
- ------------------------------ Officer and Secretary April 6, 1999
(Eddie K. Schnopp) (Principal Financial and
Accounting Officer)
/s/ JON E. M. JACOBY
- ------------------------------ Director April 6, 1999
(Jon E. M. Jacoby)
/s/ DR. HANSPETER BRANDLI
- ------------------------------ Director April 6, 1999
(Dr. Hanspeter Brandli)
/s/ DR. ALBERT Y. C. YU
- ------------------------------ Director April 6, 1999
(Dr. Albert Y. C. Yu)