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Cover Page
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended AUGUST 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number: 0-1461
THE TODD-AO CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 13-1679856
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
172 GOLDEN GATE AVENUE, SAN FRANCISCO, CALIFORNIA 94102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 928-3200
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which registered
- - -------------------------- ------------------------------------
COMMON STOCK, CLASS A, NASDAQ
$ .25 PAR VALUE
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 voting stock held by non-affiliates at November 1,
1995 was approximately $32,000,000.
The number of shares of common stock outstanding at November 1, 1995 was:
6,362,877 Class A Shares and 1,747,178 Class B Shares.
DOCUMENTS INCORPORATED BY REFERENCE
None
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CONSOLIDATED BALANCE SHEETS, AUGUST 31, 1995 and 1994:
During 1992 the Registrant effected a two for one stock split in
the form of a 100% stock dividend and doubled the number of issued and
authorized Class A and Class B shares shown in the Consolidated Balance
Sheets. Although a stock split generally results in a proportionate increase
in the authorized capitalization, a stock dividend does not. Accordingly,
the authorized capitalization has been overstated and the Shareholders'
Equity portion of the Consolidated Balance Sheets as at August 31, 1995
and August 31, 1994 is amended as follows:
"Class A authorized 10,000,000 shares..." is substituted for
"Class A authorized 20,000,000 shares..."; and
"Class B authorized 2,000,000 shares..." is substituted for
"Class B authorized 4,000,000 shares..."
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The foregoing amendment does not affect the number of issued shares
or any other item in the Financial Statements. On April 5, 1996, the
Registrant filed an preliminary Information Statement with respect to the
adoption of a Restated Certificate of Incorporation, expected to be effective
during May, 1996, which includes an increase in the number of authorized
Class A and Class B Shares to 20,000,000 and 4,000,000 respectively,
consistent with the original report.
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.
The Todd-AO Corporation
April 10, 1996 By /s/ Silas R. Cross
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Vice President, Treasurer
and Principal Accounting Officer
