AUTO TROL TECHNOLOGY CORP
10-K/A, 1997-01-03
COMPUTER INTEGRATED SYSTEMS DESIGN
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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C.  20549

                                  FORM 10-K/A
                                  (Mark One)



      [X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR SECTION 15 (D)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the fiscal year ended September 30, 1996
                                      OR
      [_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR SECTION 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
       For the transition period from _______________ to _______________

                          Commission File No. 0-9247

                       Auto-trol Technology Corporation
            (Exact name of registrant as specified in its charter)

                 Colorado                             84-0515221
          (State of Incorporation)                   (IRS Employer
                                                  Identification Number)

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

              12500 North Washington, Denver, Colorado  80241-2400
                    (Address of principal executive offices)

                            ----------------------- 
 
                           Area code (303) 452-4919
              (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, $.02 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 ninety 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 December 10, 1996, was $23,197,335 based on the closing sale
price on such date. The aggregate number of shares of common stock outstanding
on December 10, 1996, was 7,732,445.

  Document Incorporated by Reference: Proxy Statement and Notice of Annual
Meeting of Shareholders to be held on January 28, 1997: Part III - Items 10, 11,
12, and 13.
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                                    Part II

        ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
                              SHAREHOLDER MATTERS

The Company's common stock is traded on the NASDAQ SmallCap Market System under
the symbol ATTC. The following table sets forth the range of high and low
closing sale prices in the NASDAQ National Market System and the National
SmallCap Market System for the common stock for the fiscal quarters indicated,
as reported by NASDAQ. (Restated to reflect the one-for-ten reverse stock split
effective January 30, 1996.)
<TABLE>
<CAPTION>
 
                                     FISCAL                FISCAL   
                                      1996                  1995    
               ---------------------------------------------------------
                                 High       Low       High         Low  
                                 ----       ---       ----         ---
<S>                              <C>        <C>       <C>        <C>  
               First Quarter      $11 2/3    $5        $15       $7 1/2
               Second Quarter       6 7/8     3 1/2     15        7 1/2
               Third Quarter        8         1         12  1/2   6 1/4
               Fourth Quarter       6 1/4     3         12  1/2   6 1/4 
</TABLE>

As of December 10, 1996, there were 687 holders of record of the Company's
common stock. The Company has never paid or declared any dividends on its common
stock. The indenture to the Industrial Development Revenue Bonds restricts the
payment of dividends to the amount of $2,000,000 minus 100% of the accumulated
deficit subsequent to December 31, 1978.
<PAGE>
 
                                   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.


                              AUTO-TROL TECHNOLOGY CORPORATION


Date: December 10, 1996                    By: /s/HOWARD B. HILLMAN
                                              ---------------------   
                                               Howard B. Hillman,
                                               President

     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 and in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
 
Signatures                              Title                      Date
- ----------                              -----                      ----       
<S>                              <C>                         <C>
                                                             
                                                             
                                                             
/s/HOWARD B. HILLMAN             Chairman of the Board        December 10, 1996
- ---------------------------      President (Principal               
Howard B. Hillman                Executive Officer)           
 
 
 
/s/MARY L. SCHWAB                Vice President,              December 10, 1996
- ---------------------------      Treasurer                                    
Mary L. Schwab                   (Principal Financial         
                                 Officer and Principal
                                 Accounting Officer)
 
 
/s/MAJOR GENERAL WILLIAM R.      Director                     December 10, 1996
   USHER,USAF (RET.)
- ---------------------------
Major General William R.
 Usher (Ret.)*
 
 
/s/J. RODERICK HELLER, III       Director                     December 10, 1996
- ---------------------------
J. Roderick Heller, III*
 
</TABLE> 
 
*Howard B. Hillman is the Attorney in fact for:
MAJOR GENERAL WILLIAM R. USHER, USAF (RET.) and
- ------------------------------------------------
J. RODERICK HELLER, III
- -----------------------
 
 


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