<PAGE>
F O R M 1 0 - K/A
S E C U R I T I E S A N D E X C H A N G E C O M M I S S I O N
Washington, D.C. 20549
(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 July 31, 1996
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: 0-15240
L O W R A N C E E L E C T R O N I C S, I N C.
--------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 44-0624411
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(State of incorporation) (I.R.S. Employer Identification No.)
12000 East Skelly Drive
Tulsa, Oklahoma 74128
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 437-6881
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 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 for any amendment to
this Form 10-K. [X]
Aggregate Market Value of the Voting Stock Held By
Non-Affiliates on October 22, 1996 - $5,585,142
Number of Shares of Common Stock
Outstanding on October 22, 1996 - 3,352,458
DOCUMENT INCORPORATED BY REFERENCE
Proxy Statement for Annual Meeting of Stockholders to be held
December 10, 1996 - Part III
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
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(a) Financial Statements, Schedules, and Exhibits:
---------------------------------------------
Page
----
1. Consolidated Financial Statements and Schedules:
Index to Consolidated Financial Statements F-1
Report of Independent Public Accountants F-2
Consolidated Balance Sheets - July 31, 1995 and 1996 F-3
Consolidated Statements of Income (Loss) for the Years
Ended July 31, 1994, 1995, and 1996 F-4
Consolidated Statements of Stockholders' Equity for the
Years Ended July 31, 1994, 1995, and 1996 F-5
Consolidated Statements of Cash Flows for the Years
Ended July 31, 1994, 1995, and 1996 F-6
Notes to Consolidated Financial Statements
for the Years Ended July 31, 1994, 1995, and 1996 F-7
Schedules for the Years Ended July 31, 1994, 1995, and 1996
II - Valuation and Qualifying Accounts F-15
Other schedules are omitted because of the absence of conditions
under which they are required or because the required information is
included in the consolidated financial statements or notes thereto.
2. Exhibits:
3.1 Certificate of Incorporation of Lowrance Electronics, Inc.,
previously filed as Exhibit 3.1 to the Company's
Registration Statement on Form S-1 (SEC File No. 33-9464),
which is incorporated herein by reference thereto.
3.2 By-Laws of Lowrance Electronics, Inc., previously filed as
Exhibit 3.2 to the Company's Registration Statement on Form
S-1 (SEC File No. 33-9464), which is incorporated herein by
reference thereto.
24
<PAGE>
4.1 Shareholders' Agreement dated December 22, 1978, by and
between Darrell J. Lowrance, James L. Knight, and Ben V.
Schneider previously filed as Exhibit 4.3 to the Company's
Registration Statement on Form S-1 (SEC File No. 33-9464),
which is incorporated by reference thereto.
4.2 First Amendment to Shareholders' Agreement dated October 7,
1986 by and between Darrell J. Lowrance, James L. Knight,
and Ben V. Schneider previously filed as Exhibit 4.4 to the
Company's Registration Statement on Form S-1 (SEC File No.
33-9464), which is incorporated by reference thereto.
4.3 Agreement between Stockholders dated October 7, 1986, by and
between the Company and Darrell J. Lowrance, James L.
Knight, and Ben V. Schneider previously filed as Exhibit 4.5
to the Company's Registration Statement on Form S-1 (SEC
File No. 33-9464), which is incorporated herein by reference
thereto.
10.1 1986 Incentive Stock Option Plan of the Company previously
filed as Exhibit 10.1 to the Company's Registration
Statement on Form S-1 (SEC File No. 33-9464), which is
incorporated herein by reference thereto.
10.2 Lowrance Retirement Plan and Trust previously filed as
Exhibit 10.2 to the Company's Registration Statement on Form
S-1 (SEC File No. 33-9464), which is incorporated herein by
reference thereto.
10.3 Form of Distributor Agreements previously filed as Exhibit
10.4 to the Company's Registration Statement on Form S-1
(SEC File No. 33-9464), which is incorporated herein by
reference thereto.
10.4 Form of Service Center Agreement previously filed as Exhibit
10.5 to the Company's Registration Statement on Form S-1
(SEC File No. 33-9464), which is incorporated herein by
reference thereto.
10.5 Credit Agreement dated April 27, 1989, by and between the
Company and Norwest Business Credit, Inc., previously filed
as Exhibit 10.8 to the Company's 1989 Annual Report on Form
10-K, which is incorporated herein by reference thereto.
10.6 Promissory note dated April 27, 1989, by the Company in
favor of Norwest Leasing, Inc., previously filed as Exhibit
10.7 to the Company's 1989 Annual Report on Form 10-K, which
is incorporated herein by reference thereto.
25
<PAGE>
10.7 1989 Stock Option Plan of the Company previously filed as
Appendix A to the Company's Proxy Statement for its Annual
Meeting of Stockholders held on December 12, 1989, which is
incorporated herein by reference thereto.
10.8 First, Second, and Third Amendments to Credit Agreement
dated April 27, 1989, by and between the Company and Norwest
Business Credit, Inc., previously filed as Exhibit 10.8 to
the Company's 1990 Annual Report on Form 10-K, which is
incorporated herein by reference thereto.
10.9 Fourth and Fifth Amendments to Credit Agreement dated April
27, 1989, by and between the Company and Norwest Business
Credit, Inc., previously filed as Exhibit 10.9 to the
Company's 1992 Annual Report on Form 10-K, which is
incorporated herein by reference thereto.
10.10 Sixth Amendment to Credit Agreement dated March 17, 1993, by
and between the Company and Norwest Business Credit, Inc.,
which is incorporated herein by reference thereto.
10.11 Seventh Amendment to Credit Agreement dated October 21,
1993, by and between the Company and Norwest Business
Credit, Inc., previously filed as Exhibit 10.11 to the
Company's 1993 Annual Report on Form 10-K, which is
incorporated herein by reference thereto.
10.12 Eighth Amendment to Credit Agreement dated September 29,
1993, by and between the Company and Norwest Business
Credit, Inc., previously filed as Exhibit 10.12 to the
Company's 1993 Annual Report on Form 10-K, which is
incorporated herein by reference thereto.
10.13 Loan and Security Agreement dated December 15, 1993, by the
Company in favor of Barclays Business Credit, Inc., which is
incorporated herein by reference thereto.
10.14 Amended and Restated Secured Promissory Note dated October
16, 1995, by and between the Company and Shawmut Capital
Corporation (formally Barclays Business Credit, Inc.), which
is incorporated herein by reference thereto.
10.15 Amended and Restated Revolving Credit Notes dated October
16, 1995, by and between the Company and Shawmut Capital
Corporation (formally Barclays Business Credit, Inc.), which
is incorporated herein by reference thereto.
10.16 First Amendment to Loan and Security Agreement dated October
16, 1995, by and between the Company and Shawmut Capital
Corporation (formally Barclays Business Credit, Inc.), which
is incorporated herein by reference thereto.
26
<PAGE>
10.17 Amended and Restated Stock Pledge Agreement dated October
16, 1995, by and between the Company and Shawmut Capital
Corporation (formally Barclays Business Credit, Inc.), which
is incorporated herein by reference thereto.
10.18 Unconditional Guaranty dated October 16, 1995, by and
between Sea Electronics, Inc. and Shawmut Capital
Corporation, which is incorporated herein by reference
thereto.
10.19 First Amendment to Mortgage, Security Agreement, Financing
Statement and Assignment of Rents dated October 16, 1995, by
and between the Company and Shawmut Capital Corporation
(formally Barclays Business Credit, Inc.) previously filed
as exhibit 10.19 to the Company's 1995 Annual Report on Form
10-K, which is incorporated herein by reference thereto.
10.20 Lease Agreement entered into by and between Eric Juan De
Dios Flourie Geffroy and Electronica Lowrance De Mexico, S.
A. de C. V. dated August 30, 1996, filed herewith.
10.21 Lease Agreement entered into by and between Refugio Geffroy
De Flourie, Eric Juan De Dios Flourie Geffroy, Elizabeth
Flourie Geffroy, Edith Flourie Geffroy and Electronica
Lowrance De Mexico, S. A. de C. V. dated August 30, 1996,
filed herewith.
22.1 Subsidiaries of the Company previously filed as Exhibit 22.1
to the Company's 1993 Annual Report on Form 10-K, which is
incorporated herein by reference thereto.
22.12 Subsidiaries of the Company previously filed as Exhibit
22.12 to the Company's 1995 Annual Report on Form 10-K,
which is incorporated herein by reference thereto.
27 Financial Data Schedule
(b) Reports on Form 8-K:
-------------------
May 13, 1996: Item 5 "Other Events - Legal Proceedings" related to
issuance of Series "A" Redeemable Preferred Stock.
27
<PAGE>
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.
LOWRANCE ELECTRONICS, INC.
DATE: January 27, 1997 BY:/s/ Darrell J. Lowrance
------------------------- -------------------------------------
Darrell J. Lowrance,
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated and on the dates indicated:
/s/ Darrell J. Lowrance
---------------------------
Darrell J. Lowrance President, Chief Executive January 27, 1997
Officer, and Director
(Principal Executive Officer)
/s/ Mark C. Wilmoth
---------------------------
Mark C. Wilmoth Vice President of Finance and January 27, 1997
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
/s/ Alpo F. Crane
---------------------------
Alpo F. Crane Director January 27, 1997
/s/ Willard P. Britton
---------------------------
Willard P. Britton Director January 27, 1997
/s/ Peter F. Foley, III
---------------------------
Peter F. Foley, III Director January 27, 1997
/s/ Ronald G. Weber
---------------------------
Ronald G. Weber Executive Vice President of January 27, 1997
Engineering and Director
/s/ Robert F. Biolchini
---------------------------
Robert F. Biolchini Secretary and Director January 27, 1997
28
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<PAGE>
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THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-K
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
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