FORM 10-Q/A
Amendment No. 1 To
Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended: May 2, 1997
Commission File Number: 0-16304
OPTEK TECHNOLOGY, INC.
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(Exact name of registrant as specified in its charter)
State of Delaware
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(State or other jurisdiction of incorporation or organization)
75-1962405
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(I.R.S. Employer Identification No.)
1215 West Crosby Road Carrollton, Texas 75006
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(Address of principle executive offices) (Zip Code)
(972) 323-2200
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(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.
x
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Yes No
Number of common shares outstanding as of May 2, 1997:
4,072,187 par value $.01 per share
<PAGE>
The Company's Form 10-Q for the period ended May 2, 1997 is amended to
add "Item 4" as follows:
ITEM 4. Submission of Matters to a Vote of Security-Holders.
The annual meeting of Stockholders of Optek Technology, Inc. was held on
March 19, 1997, at which time the stockholders were asked to vote upon
election of Directors and approval of the Optek Technology, Inc. Directors'
Formula Compensation Plan (the "Plan").
All Directors of the Company were reelected. The votes cast in such
election were tabulated as follows:
<TABLE>
<CAPTION>
Nominess For Votes Withheld
<S> <C> <C>
Grant A. Dove 2,584,469 8,206
Thomas R. Filesi 2,584,369 8,306
Rodes Ennis 2,584,569 8,106
Michael E. Cahr 2,559,202 33,473
William H. Daughtrey 2,584,169 8,506
Wayne Stevenson 2,584,569 8,106
</TABLE>
The votes to approve the Plan were tabulated as follows:
<TABLE>
<CAPTION>
<C> <C> <C> <C>
For Against Abstain Brokers Non-Vote
2,304,566 153,223 28,002 106,884
</TABLE>
ITEM 6. Exhibits and Reports on Form 10-QExhibits:
10.68 Directors' Formula Compensation Plan
<PAGE>
SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934,
the registrant has duly caused this Form 10-Q/A amending its quarterly
report on Form 10-Q to be signed on behalf of the undersigned thereunto
duly authorized.
Date:May 29, 1997
- ------------------ By:Optek Technology, Inc.
/s/ Thomas R. Filesi
------------------------------
Thomas R. Filesi
President and CEO
(Principal Executive Officer)
Date:May 29, 1997
- ------------------ By:/s/ William J. Collinsworth
-----------------------------
William J. Collinsworth
Vice President - Finance
(Principal Financial Officer)
OPTEK TECHNOLOGY, INC.
DIRECTORS' FORMULA COMPENSATION PLAN
ARTICLE I - GENERAL
1.01. Purpose.
The purposes of this Directors' Formula Compensation Plan (the
"Plan") are to: (1) attract and retain individuals to serve as
non-employee Directors whose business acumen and experience qualify
them to guide and determine the business policies of Optek
Technology, Inc. ("Optek" or the "Company"); and (2) to compensate
such individuals for their contribution to the success of the
Company.
1.02. Eligibility for Participation.
Each individual elected to serve as a Director of the Company
who is a Non-Employee Director (as defined in Rule 16b-3 promulgat-
ed by the Securities and Exchange Commission) shall be eligible to
participate under this Plan.
1.03. Effective Date and Term of Plan.
(a) The Plan shall become effective on the date approved by
the holders of a majority of the shares of Common Stock present in
person or by proxy and entitled to vote at the 1997 Annual Meeting
of Stockholders of Optek. If not so approved, this Plan shall have
no force or effect.
(b) No Common Stock or options shall be issued under this
Plan after the last day of the Company's 2006 fiscal year.
ARTICLE II - DEFERRAL
2.01. Option to Defer.
(a) By election in writing delivered to the Company on or
before December 31 of any calendar year, an eligible participant
may elect to defer receipt of all or any portion of the retainer he
would otherwise receive during the following calendar year.
(b) Any newly elected participant may, by written election
delivered to the Company before his term begins, elect to defer all
or any portion of the retainer he would otherwise receive during
the balance of the calendar year in which he is elected.
(c) An election under Section 2.01(a) shall become irrevoca-
ble as of December 31 for amounts to be received in the following
year. An election under Section 2.01(b) shall be irrevocable upon
delivery.
2.02. Form of Notice.
The written election required by Section 2.01 shall specify
the amount of the retainer which the participant is deferring.
2.03. Extension of Election.
Once an election to defer is given, it shall continue from
year to year thereafter unless and until a participant shall give
written notice of termination of his election.
2.04. Interest.
All deferred amounts shall accrue interest at the Prime Rate
or, if the Prime Rate is not published, the comparable base rate,
published from time to time in the Wall Street Journal or a similar
financial publication if the Wall Street Journal ceases to be
available (or the lowest Prime Rate or base rate so published if a
range of rates is provided) effective as of the date of change of
such rate in that publication.
2.05. Distributions.
(a) All amounts deferred by a participant, together with
accumulated interest, shall be paid in ten equal annual install-
ments, the first such payment to be made on the first day of the
calendar year immediately following the date that the participant
ceases to be a Director of the Company.
(b) Notwithstanding Section 2.05(a), in the event a partici-
pant dies prior to payment of all deferred retainer and interest,
then all amounts remaining due shall be paid in lump sum to the
participant's estate or personal representative on the first day of
the calendar year following the year in which that participant
dies.
(c) Deferred amounts and interest accumulated through the
date a participant ceases to be a Director shall bear interest at
the rate established by Section 2.04, and accrued interest shall be
paid annually together with each installment.
ARTICLE III - ISSUANCE OF STOCK
3.01. Option to Receive Stock.
Each eligible individual shall be entitled to receive Common
Stock in lieu of amounts otherwise payable to such individual as
retainer for serving as a Director.
3.02. Election.
(a) By election in writing delivered to the Company on or
before December 31 of any calendar year, an eligible individual may
elect to receive Common Stock in lieu of all or any portion of the
retainer payable during the following calendar year.
(b) Any newly elected participant may, by written election
delivered to the Company before his term begins, elect to receive
Common Stock in lieu of all or any portion of the retainer he would
otherwise receive during the balance of the calendar year in which
he is elected.
(c) An election under Section 3.02(a) shall become irrevoca-
ble as of December 31 for amounts to be received in the following
year. An election under 3.02(b) shall be irrevocable upon
delivery.
3.03. Form of Notices.
The written election required by Section 3.02 shall specify
the dollar amount of the retainer to be paid in Common Stock.
3.04. Amount of Common Stock.
Each participant who exercises the election under Section 3.02
shall receive, in lieu of the portion of the payment specified by
him, an amount of Common Stock equal to (a) the dollar sum
specified in his notice of election divided by (b) the greater of
(i) the Fair Market Value of the Common Stock on the day retainer
payments were otherwise to be made or (ii) $5.00 per share of
Common Stock.
3.05. Determination of Amount.
Within five (5) business days after the date upon which
retainer payments were originally scheduled to be made, the Company
shall calculate the number of shares of Common Stock to be issued
to each electing participant.
3.06. Delivery of Shares.
As soon as practicable after the number of shares is deter-
mined, the Company shall deliver to the participant a certificate
or certificates for such shares of Common Stock. The participant
shall become a stockholder of the Company with respect to Common
Stock represented by share certificates so issued and as such shall
be fully entitled to receive dividends, to vote and to exercise all
other rights of a stockholder. Shares of stock issued under the
Plan shall be authorized and unissued or treasury shares of Common
Stock of the Company ("Common Stock").
ARTICLE IV - STOCK OPTIONS
4.01. Stock Options.
Each eligible individual may elect to receive stock options in
lieu of amounts otherwise payable to such individual as retainer
for serving as a Director.
4.02. Election.
(a) By election in writing delivered to the Company on or
before December 31 of any year, an eligible participant may elect
to receive options in lieu of all or any portion of the retainer he
would otherwise receive during the following calendar year.
(b) Any newly elected participant may, by written election
delivered to the Company before his term begins, elect to receive
options in lieu of all or any portion of the retainer he would
otherwise receive during the balance of the calendar year in which
he is elected.
(c) An election under Section 4.02(a) shall become irrevoca-
ble as of December 31 for amounts to be received in the following
year. An election under 4.02(b) shall be irrevocable upon
delivery.
4.03. Form of Notice.
The written election required by Section 4.02 shall specify
the amount of the retainer for which the participant is electing to
receive options.
4.04. Extension of Election.
Once an election to receive options is given, it shall
continue from year to year thereafter unless and until a partici-
pant shall give written notice of termination of his election.
4.05. Option Terms.
(a) The exercise price per share shall be the greater of (i)
half of the Fair Market Value on the date that any amounts for
which options are issued become due or (ii) $5.00 per share of
Common Stock.
(b) Each Stock Option shall be fully exercisable when issued
and shall be exercisable during a period of ten years from the date
of grant thereof (the "option term"). No Stock Option shall be
exercisable after the expiration of its option term.
(c) Each Stock Option Agreement shall set forth the procedure
governing the exercise of the Stock Option granted thereunder, and
shall provide that, upon such exercise in respect of any shares of
Common Stock subject thereto, the optionee shall pay to the
Company, in full, the option price for such shares with cash or
with previously owned Common Stock valued at its Fair Market Value
on the date of exercise.
(d) As soon as practicable after receipt of payment, the
Company shall deliver to the optionee a certificate or certificates
for such shares of Common Stock. The optionee shall become a
shareholder of the Company with respect to Common Stock represented
by share certificates so issued and as such shall be fully entitled
to receive dividends, to vote and to exercise all other rights of
a shareholder.
(e) Shares of stock subject to options issued under the Plan
shall be authorized and unissued or treasury shares of Common
Stock.
4.06. Number of Shares Subject to Option.
The number of shares subject to options shall be determined by
dividing the dollar amount of the retainer for which an election to
receive options is made by the difference between (i) the Fair
Market Value on the date that such amounts become due and (ii) the
exercise price determined in accordance with Section 4.05.
<PAGE>
4.07. Delivery of Options.
As soon as practicable after the number of shares is deter-
mined, the Company shall deliver to the participant an option or
options for such shares of Common Stock.
4.08 Stock Option Agreements.
The grant of a Stock Option shall be evidenced by a written
Stock Option Agreement, executed by the Company and the holder of
a Stock Option (the "optionee"), stating the exercise price and the
number of shares of Common Stock subject to the Stock Option
evidenced thereby and in the form attached hereto.
ARTICLE V - MISCELLANEOUS
5.01. Aggregate Limitation on Options.
The maximum number of shares of Common Stock which may be
issued under Article III or made subject to options issued under
Article IV of the Plan shall be 100,000.
5.02. Investment Representation.
By exercising rights under this Plan, each participant
represents and warrants to the Company that all shares of Common
Stock or options to acquire Common Stock which may be acquired
hereunder will be acquired by the participant for investment and
not with any intent for resale or distribution. Each participant
acknowledges that the shares when issued will be deemed "restricted
securities" within the meaning of the Securities Act of 1933 unless
a registration statement with respect to the same shall have become
effective. All certificates issued with respect to such shares
shall bear an appropriate restrictive investment legend unless a
registration statement with respect to the same shall have become
effective.
5.03. Withholding Taxes.
Whenever the Company proposes or is required to issue or
transfer shares of Common Stock or options under the Plan, the
Company shall have the right to require the participant to remit to
the Company an amount sufficient to satisfy any Federal, state
and/or local withholding tax requirements prior to the delivery of
any certificate or certificates for such shares or options.
Alternatively, the Company may issue or transfer such shares
sufficient to satisfy the withholding tax requirements. For
withholding tax purposes, the shares of Common Stock shall be
valued on the date the withholding obligation is incurred.
5.04. Definitions.
In this Plan the following definitions shall apply:
(a) "Subsidiary" means any corporation of which more than 50%
of the shares entitled to vote generally in an election of
directors are owned directly or indirectly by Optek or any
subsidiary thereof.
(b) "Affiliate" means any person or entity which directly, or
indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with Optek.
(c) "Fair Market Value" as of any date and in respect of any
share of Common Stock shall be the average of the daily market
prices for the 20 consecutive trading days preceding such date.
The market price for each such day shall be the last sale price on
such day on a stock exchange on which such stock is listed or
admitted to trading, or, if no sale takes place on such day on any
such exchange, the average of the closing bid and asked prices on
such day and officially quoted on any such exchange, or, if the
Common Stock is not then listed or admitted to trading on any stock
exchange, the market price for each such business day shall be the
last sale price on such day if reported by the National Association
of Securities Dealers Automated Quotation System or, if not so
reported, the average of the reported closing bid and asked price
quotations for such day, as reported by the National Association of
Securities Dealers Automated Quotation System or, if not so
reported, as furnished by the National Quotation Bureau, Inc., or,
if such firm does not report such prices, as furnished by any
similar firm then engaged in such business as selected by the
Company's Board of Directors, or if there is no such firm or
service, as determined by any member of the National Association of
Securities Dealers, Inc. selected by the Company's Board of
Directors.
(d) "Common Stock" means the Company's Common Stock, par
value $0.01 per share, or the securities which may be issued to the
Company's common stockholders upon any split, combination or
recapitalization of the Company's capital or upon any merger,
consolidation or sale of assets of the Company.
<PAGE>
5.05. Amendment of the Plan.
The Plan may be amended from time to time by the Board of
Directors; provided, however, that the approval of the holders of
a majority of the Common Stock present, or represented, and
entitled to vote at a duly held meeting of the stockholders or by
a consent of stockholders having the effect thereof shall be
required if any such amendment would (i) materially increase the
benefits accruing to participants under the Plan, (ii) materially
increase the number of securities which may be issued under the
Plan or (iii) materially modify the requirements as to eligibility
for participation under the Plan; provided further, that the Plan
shall not be amended more frequently than once every six months,
other than to comport with changes in the Internal Revenue Code,
the Employee Retirement Income Security Act, or the rules thereun-
der.
OPTEK TECHNOLOGY, INC.
By:
Name:
Title:
