<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 1999
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 No. 0-15240
LOWRANCE ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 44-0624411
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
12000 East Skelly Drive, Tulsa, Oklahoma 74128
(Address of principal executive offices)
(Zip Code)
(918) 437-6881
(Registrant's Telephone Number, including area code)
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 the number of shares outstanding in each of the issuer's class of
common stock, as of the latest practicable date.
Classes: Outstanding as of September 7, 2000:
Common Stock ($.10 par value) 3,768,796
<PAGE>
EXPLANATORY NOTE
This Form 10-Q/A constitutes Amendment No. 1 to the Registrant's Quarterly
Report of Form 10-Q for the quarterly period ended October 31, 1999 and is being
filed solely for the purpose of filing the information required by Part II, Item
4. Except for Item 4, no other information included in the original report on
Form 10-Q is amended by this amendment.
PART II
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On October 12, 1999, a Special Meeting of Stockholders was held. The
matters presented to Stockholders and voted on at the meeting, and the results
thereof are as follows:
A. The Company's stockholders approved and adopted an Amended Agreement
and Plan of Merger, to be effective March 11, 1999, whereby (i) Orbital Merger
Sub, Inc., a wholly-owned subsidiary of Orbital Sciences Corporation ("Orbital")
will merge with and into the Company, with the Company being the surviving
corporation, and (ii) the holder of each share of the Company's common stock
will receive the right to receive $7.30 in cash per share, other than shares
held by stockholders who are entitled to and have perfected their appraisal
rights, shares held in the Company's treasury or by any of the subsidiaries of
the Company, or shares held by Orbital or any subsidiary of Orbital.(1) The
voting results are as follows:
Votes For Votes Against Abstaining
--------- ------------- ----------
Adoption of Plan of Merger 3,143,828 4,115 1,000
B. The Company's stockholders approved and ratified the December 9, 1997
issuance of 341,338 shares of restricted Common Stock of the Company for a cash
purchase price of $3.84 per share in a private placement to the Company's
directors. The voting results are as follows:
Votes For Votes Against Abstaining
--------- ------------- ----------
Ratification of Stock Issuance 3,092,836 44,397 11,710
C. In accordance with the requirements for listing the Company's Common
Stock on the NASDAQ National Market, the stockholders other than the directors
of the Company (the "disinterested stockholders") approved and ratified the
December 9, 1997 issuance of 341,338 shares of restricted Common Stock of the
Company for a cash purchase price of $3.84 per share in a private placement to
the Company's directors. The voting results of the disinterested stockholders
are as follows:
-------------------------
(1) The Agreement and Plan of Merger with Orbital Sciences Corp. was terminated
by the Company effective December 27, 1999.
2
<PAGE>
Votes For Votes Against Abstaining
--------- ------------- ----------
Ratification of Stock Issuance 945,598 44,397 11,710
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.
LOWRANCE ELECTRONICS, INC.
DATE: October 17, 2000 BY: /s/ Darrell J. Lowrance
---------------- -----------------------
Darrell J. Lowrance,
President and Chief Executive Officer
(Principal Executive Officer)
DATE: October 17, 2000 BY: /s/ Douglas J. Townsdin
---------------- ----------------------------
Douglas J. Townsdin
Vice President of Finance and
Chief Financial Officer
(Principal Financial Officer)
3
