UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Mark one
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended OCTOBERE31, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
OPTICAL COATING LABORATORY, INC.
(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER 0-2537
DELAWARE 68-0164244
(State or other jurisdiction of incorporation or organization) (IRS
Identification No.)
2789 NORTHPOINT PARKWAY, SANTA ROSA CALIFORNIA 95407-7397
(Address of principal executive offices)(Zip code)
Registrant's telephone number, including area code (707) 545-6440
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of each class Name of each exchange on which registered
None None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, $.01 par value NASDAQ
E
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 [ ] 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. [ ]
At December 31, 1995, the aggregate market value of the registrant's common
stock (based upon the closing price of these shares on the NASDAQ National
Market System) held by non-affiliates, which excludes shares held by officers
and directors and the Employee Stock Ownership Plan of the registrant (not all
of whom claim to be affiliates), was approximately $85.5 million.
At December 31, 1995, there were 9,519,977 shares of the registrant's common
stock, $.01 par value, issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Optical Coating Laboratory, Inc.'s Annual Report to Stockholders for
the year ended October 31, 1995 are incorporated by reference into Parts I, II
and IV of this Form 10-K.
Portions of the definitive Proxy Statement for the Company's Annual Meeting of
Stockholders to be held March 29, 1996 are incorporated by reference into Part
III of this Form 10-K.
The Exhibit index appears on Pages 14-16.
INDEPENDENT AUDITORS' REPORT
Board of Directors
Optical Coating Laboratory, Inc.
Santa Rosa, California
We have audited the accompanying consolidated balance sheets of Optical Coating
Laboratory, Inc. and subsidiaries (the Company) as of October 31, 1995 and 1994,
and the related consolidated statements of operations, common stockholders'
equity and cash flows for each of the three years in the period ended October
31, 1995. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits. We did not audit the financial statements of
Flex Products, Inc., who became a consolidated subsidiary effective May 1, 1995
and whose assets represent 19% of consolidated assets at October 31, 1995 and
whose revenues for the period from May 1, 1995 to October 31, 1995 represent 9%
of consolidated revenues for the year ended October 31, 1995. The financial
statements of Flex Products, Inc. as of and for the ten months ended October 31,
1995, were audited by other auditors whose report has been furnished to us, and
our opinion, insofar as it relates to the amounts included for Flex Products,
Inc., is based solely on the report of such other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits and the report of the other auditors provide a
reasonable basis for our opinion.
In our opinion, based on our audits and the report of the other auditors, such
consolidated financial statements present fairly, in all material respects, the
financial position of Optical Coating Laboratory, Inc. and its subsidiaries at
October 31, 1995 and 1994, and the results of their operations and their cash
flows for the each of the three years in the period ended October 31, 1995 in
conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
San Francisco, California
December 18, 1995
