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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
FORM 10-K/A
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 1998
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 000-10605
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ODETICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 95-2588496
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1515 SOUTH MANCHESTER AVENUE, ANAHEIM, CALIFORNIA 92802
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(714) 774-5000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
CLASS A COMMON STOCK, $.10 PAR VALUE
CLASS B COMMON STOCK, $.10 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 a 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. [_]
Based on the closing sale price on Nasdaq National Market on June 25, 1998,
the aggregate market value of the voting stock held by nonaffiliates of the
registrant was $68,466,928. For the purposes of this calculation, shares owned
by officers, directors and 10% stockholders known to the registrant have been
deemed to be owned by affiliates. This determination of affiliate status is
not necessarily a conclusive determination for other purposes.
The Company has two classes of common stock outstanding, the Class A Common
Stock and the Class B Common Stock. The rights, preferences and privileges of
each class of common stock are identical in all respects, except for voting
rights. Each share of Class A Common Stock entitles its holder to one-tenth of
one vote per share and each share of Class B Common Stock entitles its holder
to one vote per share. As of June 25, 1998, there were 6,202,778 shares of
Class A Common Stock and 1,062,041 shares of Class B Common Stock outstanding.
Unless otherwise indicated, all references to "Common Stock" shall
collectively refer to the Class A Common Stock and the Class B Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates certain information by reference from the registrant's
definitive proxy statement (the "Proxy Statement") for the Annual Meeting of
the Stockholders scheduled to be held on September 11, 1998.
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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, in the City of
Anaheim, State of California, on July 30, 1998.
ODETICS, INC.
/s/ Joel Slutzky
By: _________________________________
Joel Slutzky
Chief Executive Officer,
President and Chairman of the
Board
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons in the capacities and on
the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Joel Slutzky Chief Executive Officer, July 30, 1998
____________________________________ President and Chairman of
Joel Slutzky the Board (principal
executive officer)
* Director July 30, 1998
____________________________________
Crandall Gudmundson
* Director July 30, 1998
____________________________________
Jerry Muench
* Director July 30, 1998
____________________________________
Kevin C. Daly
/s/ Gary Smith Vice President and July 30, 1998
____________________________________ Controller (principal
Gary Smith accounting officer)
* Director July 30, 1998
____________________________________
Ralph R. Michelson
* Director July 30, 1998
____________________________________
Leo Wexler
* Director July 30, 1998
____________________________________
John W. Seazholtz
* Director July 30, 1998
____________________________________
Paul E. Wright
/s/ Gregory A. Miner Vice President, Director, July 30, 1998
____________________________________ Chief Operating Officer and
Gregory A. Miner Chief Financial (principal
financial officer)
</TABLE>
*By: /s/ Gregory A. Miner
___________________________
Gregory A. Miner,
as attorney-in-fact
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