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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
Amendment No. 1 to FORM 10-K
For the fiscal year ended December 31, 1996
Commission File No. 0-14059
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
REFLECTONE, INC.
(Exact name of Registrant as specified in its charter)
Florida 06-0663546
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4908 Tampa West Boulevard, Tampa, Florida 33634-2481
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (813) 885-7481
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.10 per share
(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 twelve 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. [ ]
Aggregate market value of the voting stock held by non-affiliates of
the Registrant as of February 25, 1997: $33,262,559 (assuming, for
these purposes only, that 1,426,378 shares of common stock beneficially
owned by all executive officers and directors as a group, and by
British Aerospace, Plc. and its subsidiaries, are held by affiliates of
the Registrant).
The number of shares outstanding of the Registrant's class of common
stock, as of February 25, 1997: 2,864,448.
DOCUMENTS INCORPORATED BY REFERENCE
None
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REFLECTONE, INC. AND SUBSIDIARIES
This amendment of Form 10-K/A is being filed solely to file pages 56
and 57, Report of Independent Accountants on the financial statements
of Reflectone UK Limited for the years ended December 31, 1996 and
1995, and Report of Independent Accountants on the financial statements
of Reflectone UK Limited for the years ended December 31, 1994 and
1993.
The reports from KPMG Audit Plc on the financial statements of
Reflectone UK Limited are being refiled to state that the audits were
conducted in accordance with generally accepted auditing standards in
the USA and that the financial statements have been prepared in
conformity with generally accepted accounting principles in the USA.
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REPORT OF INDEPENDENT ACCOUNTANTS
We have audited the balance sheet of Reflectone UK Limited as of 31
December 1996 and 1995 and the profit and loss account and cash flow
statement for the years ended 31 December 1996 and 1995 together with
the accompanying notes, set out on pages 5 to 16 in the attached
document. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion of
these financial statements based on our audits.
We conducted our audits in accordance with auditing standards
generally accepted in the USA. 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 provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Reflectone
UK Limited as 31 December 1996 and 1995, the results of their
operations and their cash flow statement for the years ended 31
December 1996 and 1995 in conformity with accounting principles
generally accepted in the USA.
/s/KPMG
KPMG Audit Plc 14 February 1997
Bristol, England
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REPORT OF INDEPENDENT ACCOUNTANTS
We have audited the balance sheet of Reflectone UK Limited as of 31
December 1994 and 1993 and the profit and loss account and cash flow
statement for the years ended 31 December 1994 and 1993 together with
the accompanying notes, set out on pages 5 to 18 in the attached
document. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion of
these financial statements based on our audits.
We conducted our audits in accordance with auditing standards
generally accepted in the USA. 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 provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Reflectone
UK Limited as 31 December 1994 and 1993, the results of their
operations and their cash flow statement for the years ended 31
December 1994 and 1993 in conformity with accounting principles
generally accepted in the USA.
/s/ KPMG
KPMG Audit Plc 7 February 1995
Bristol, England
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