<PAGE>
U.S. 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 EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED AUGUST 31, 1996
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the Transition Period from N/A to N/A
------- -------
Commission File No. 1-7755
SUMMA INDUSTRIES
(Name of registrant as specified in its charter)
CALIFORNIA 95-1240978
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
21250 HAWTHORNE BOULEVARD, SUITE 500, TORRANCE, CALIFORNIA 90503
(Address of principal executive offices, including Zip Code)
Registrant's Telephone Number: (310) 792-7024
Securities registered under Section 12(b) of the Exchange Act: NONE
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, $.001 PAR VALUE
(Title of Class)
Indicate by checkmark whether the registrant (1) filed all reports required to
be filed by Section 12 or 15(d) of the Exchange Act during the past 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 checkmark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained in this form, and disclosure 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 registrant's Common Stock held by non-affiliates
as of November 30, 1996, based upon the closing price of a share of the Common
Stock on The Nasdaq National Market, was $16,132,168. The number of shares of
registrant's Common Stock outstanding as of November 30, 1996, was 4,073,411.
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
fiscal year ended August 31, 1996:
ITEM 14(a)(3) EXHIBITS. Exhibit 27, "Financial Data Schedule," is hereby
filed as a part of registrant's Annual Report on Form 10-K for the fiscal year
ended August 31, 1996.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment No. 1 to be signed on
its behalf by the undersigned thereunto duly authorized.
Dated: December 30, 1996 SUMMA INDUSTRIES
By: /s/ PAUL A. WALBRUN
-------------------------------
Paul A. Walbrun, Vice President
Controller and Secretary
DOCUMENTS INCORPORATED BY REFERENCE: NONE
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act
of 1934, Summa has duly caused this Annual Report on Form 10-K for the fiscal
year ended August 31, 1996, to be signed on its behalf by the undersigned,
thereunto duly authorized, on December 27, 1996.
SUMMA INDUSTRIES
By: /s/ James R. Swartwout
----------------------
James R. Swartwout
President, Chief Executive
and Financial Officer
Pursuant to the requirements of the Securities Act of 1934, as amended,
this Annual Report on Form 10-K for the fiscal year ended August 31, 1996 has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ JAMES R. SWARTWOUT Chairman of the Board December 27, 1996
- ------------------------------
James R. Swartwout
/s/ COALSON C. MORRIS Director December 27, 1996
- ------------------------------
Coalson C. Morris
/s/ DALE H. MOREHOUSE Director December 27, 1996
- ------------------------------
Dale H. Morehouse
/s/ MICHAEL L. HORST Director December 27, 1996
- ------------------------------
Michael L. Horst
/s/ WILLIAM R. ZIMMERMAN Director December 27, 1996
- ------------------------------
William R. Zimmerman
/s/ DAVID MCCONAUGHY Director December 27, 1996
- ------------------------------
David McConaughy
/s/ KARL V. PALMAER Director December 27, 1996
- ------------------------------
Karl V. Palmaer
/s/ BYRON C. ROTH Director December 27, 1996
- ------------------------------
Byron C. Roth
/s/ JOSH T. BARNES Director December 27, 1996
- ------------------------------
Josh T. Barnes
/s/ PAUL A. WALBRUN Vice President, Controller December 27, 1996
- ------------------------------ and Secretary
Paul A. Walbrun
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> SEP-01-1995
<PERIOD-END> AUG-31-1996
<CASH> 567,000
<SECURITIES> 0
<RECEIVABLES> 1,678,000
<ALLOWANCES> 51,000
<INVENTORY> 2,186,000
<CURRENT-ASSETS> 5,036,000
<PP&E> 6,060,000
<DEPRECIATION> 2,082,000
<TOTAL-ASSETS> 11,825,000
<CURRENT-LIABILITIES> 2,061,000
<BONDS> 0
0
0
<COMMON> 6,157,000
<OTHER-SE> 2,487,000
<TOTAL-LIABILITY-AND-EQUITY> 11,825,000
<SALES> 12,742,000
<TOTAL-REVENUES> 12,742,000
<CGS> 6,847,000
<TOTAL-COSTS> 6,847,000
<OTHER-EXPENSES> 4,551,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,344,000
<INCOME-TAX> 541,000
<INCOME-CONTINUING> 803,000
<DISCONTINUED> (235,000)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 568,000
<EPS-PRIMARY> .35
<EPS-DILUTED> .35
</TABLE>
