THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED
PURSUANT TO RULE 901(d) OF REGULATION S-T
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 2)
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1996
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 0-16345
SOUTHERN ELECTRONICS CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 22-2715444
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4916 North Royal Atlanta Drive, Tucker, Georgia 30085
(Address of principal executive offices) (Zip code)
(770) 491-8962
(Registrant's telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year,
if changed since last report.)
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
At January 10, 1997, there were 7,165,520 shares of Common Stock, $.01 par
value, outstanding.
<PAGE>
PART II - OTHER INFORMATION
Item 4 is hereby amended as follows:
Item 4. Submission of Matters to a Vote of Security Holders
The Registrant's 1996 Annual Meeting of Stockholders was
held on October 31, 1996 for the following purposes: (i) to
elect two Class II directors for terms to expire at the 1999
Annual Meeting of Stockholders and one Class I director for
a term to expire at the 1998 Annual Meeting of Stockholders
and (ii) to approve an amendment to the Southern Electronics
Corporation 1991 Stock Option Plan to increase the number of
shares available for issuance by 500,000. The voting results
on the foregoing matters, which were all approved, were as
follows:
Proposal 1 - Election of Directors
<TABLE>
Nominee For Authority Withheld Against
<S> <C> <C> <C>
Ray D. Risner 7,203,866 17,210 10,250
Cary Rosenthal 7,203,866 17,210 10,250
Mark Diamond 6,723,980 17,210 490,136
</TABLE>
Proposal 2 - Amendment of the 1991 Stock Option Plan
For Against Abstained Broker Non-Votes
3,706,643 1,533,469 277,734 1,730,962
<PAGE>
SIGNATURES
Pursuant to the requirements 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.
SOUTHERN ELECTRONICS CORPORATION
(Registrant)
February 7, 1997 /s/ Gerald Diamond
Gerald Diamond
Chief Executive Officer
Chairman of the Board
(Principal Executive Officer)
February 7, 1997 /s/ Larry G. Ayers
Larry G. Ayers
Vice President-Finance and
Treasurer
(Principal Accounting Officer)
