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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment No. 1 To
Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended October 25, 1996 Commission File Number
0-16304
Optek Technology, Inc.
(Exact name of registrant as specified in its charter)
Delaware 75-1962405
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1215 West Crosby Road, Carrollton, Texas 75006
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 323-2200
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
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 or any amendment of this
Form 10-K. ( )
The aggregate market value of the registrant's voting stock
held by non-affiliates as of October 25, 1996 was: $28,198,539 (*
see note on index page).
The number of shares outstanding of each class of registrant's
common stock as of October 25, 1996 was: Common Stock, par value
$0.01 per share, 3,912,915 shares.
___________________
Documents Incorporated by Reference
Portions of the registrant's definitive proxy statement to be
furnished to stockholders in connection with its Annual Meeting of
Stockholders to be held on March 19, 1997 are incorporated by
reference in Part III of this Form 10-K.
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The Company's 10-K for the fiscal year ended October 25, 1996 is
amended as follows:
<PAGE>
ITEM 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
The third paragraph under "Liquidity and Capital Resources" is
amended to read in its entirety as follows:
A credit agreement with a financial institution at January 20,
1994, provided a $38.8 million line of credit consisting of a $10.5
million working capital line and a $28.3 million revolving term
loan. Amounts drawn on the working capital line bear interest at
1.5 percentage points over the reference rate announced from time
to time by the First National Bank of Chicago, Chicago, Illinois
and mature on October 31, 1997, with a one year extension if no
default exists under the loan documents at maturity. Interest
accrues on the revolving line of credit at various rates by
tranche, a summary of which is set forth in Note 5 to the
Consolidated Financial Statements included herein. Subsequent to
October 25, 1996, the effective interest rate was reduced from 1.5
percentage points over the reference rate to .5 percentage points
over.
<PAGE>
ITEM 10. Directors and Executive Officers of the Registrant.
Information relating to the Company's Directors and executive
officers is set forth under the heading "Election of Directors and
Information as to Directors, Nominees and Executive Officers" in
the Company's definitive proxy statement relating to the Company's
Annual Meeting of Stockholders to be held March 19, 1997, which was
filed with the Securities and Exchange Commission on or about
January 29, 1997, and such information is incorporated herein by
reference.
The Company has entered into a consulting agreement with Mr.
Dove, the Chairman of the Board, providing for a term through May
30, 1998, under which Mr. Dove receives compensation at the rate of
$25,000 per fiscal quarter. Such agreement also provides for lump
sum payment of the lesser of the compensation payable during the
balance of the term or the amount $1.00 less than the amount which
would be deemed a "parachute payment" under the Internal Revenue
Code of 1986, as amended,if certain terms of Mr. Dove's engagement
are altered and he elects to terminate after a change in control of
the Company. For fiscal 1996, the Company paid Mr. Dove a
discretionary bonus of $30,000 related to his performance under the
consulting agreement.
<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 Form 10-K/A amending its annual report on Form 10-K to be
signed on its behalf by the undersigned, thereunder duly
authorized.
OPTEK TECHNOLOGY, INC.
By /s/ Thomas R. Filesi
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Thomas R. Filesi, President and Chief Executive Officer
Dated: May 23, 1997
