<PAGE>
FORM 10-QA
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
Quarterly Report Under Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For Quarter Ended June 30, 1997
-------------------------------
Commission File Number 0-9387
--------------------------
Empi, Inc.
-------------------
(Exact name of registrant as specified in its charter)
Minnesota 41-1310335
-------------------------------- ---------------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
599 Cardigan Road
St. Paul, Minnesota 55126-4099
--------------------------------- ---------------------
(Address of principal (Zip code)
executive offices)
Registrant's telephone number, including area code (612) 415-9000
---------------
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 / /
7,983,217 shares of common stock were outstanding as of August 8, 1997.
<PAGE>
FORM 10 - QA - - PART II
PART II - - OTHER INFORMATION
The Company hereby amends Item 4 of its 10-Q (filed on August 12, 1997) as
follows;
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Shareholders on Tuesday, May 13, 1997.
Proxies for the Annual Meeting were solicited pursuant to Regulation 14 under
the Securities Exchange Act of 1934. There was no solicitation in opposition to
management's nominees as listed in the Company's Proxy Statement, and all
nominees were elected.
By a vote of 6,646,168 shares in favor, with 182,795 shares opposed and 20,433
shares abstaining, not including 19,633 shares represented by broker non-votes,
the shareholders set the number of directors to be elected at seven (7).
The following persons were elected as Class Two Directors of the Company with
terms expiring in 2000, by the votes indicated:
NOMINEE NUMBER OF VOTES FOR NUMBER OF VOTES WITHHELD
Scott R. Anderson 6,583,021 267,375
Joseph E. Laptewicz 6,520,352 330,044
DIRECTORS WITH CONTINUING TERMS TERM ENDING
Donald D. Maurer 1999
Dr. Kenneth F. Tempero 1999
Warren S. West 1997
Everett F. Carter 1998
Harold G. Olson 1998
By a vote of 3,784,633 shares in favor, with 338,261 shares opposed and 57,581
shares abstaining, not including 2,676,371 shares represented by broker non-
votes, the shareholders approved the Company's 1997 Stock Option Plan. The Plan
reserved 500,000 shares of Common Stock for issuance to all employees, officers
and directors of and consultants and advisors to the Company. Please refer to
the Company's Proxy Statement for the Annual Meeting of Shareholders (held on
May 13, 1997) for further details.
