CONFORMED COPY
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment No. 2 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 $0.01 per share,
3,912,915 shares.
- ------------------------------------------------------------------------
Documents Incorporated by Reference
Portions of the registrant's definitive proxy statement to be furnished
to stockholders in connection with its Annual Meeting of Stockholders to
be held on March 19, 1997 are incorporated by reference in Part III of this
Form 10-K.
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
<PAGE>
The following tables, which were incorporated by reference into Item 11
of the Company's Form 10-K for the fiscal year ended October 25, 1996, are
amended in their entirety to read as follows:
Option Grants
- --------------
The following table contains information about stock options granted to
the executive officers named in the preceding table during the fiscal year
ended October 25, 1996:
<TABLE>
<CAPTION>
Potential
Realizable
Percentage Value At
of Total Assumed Annual
Options Rates of
Granted Stock Price
Number of to Appreciation
Shares Un- Employees for
derlying In Exercise Expi- Option
Options Fiscal Price ration Term
Name Granted Year ($/Share) Date 5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C>
Thomas R. Filesi 10,000 5.7% $11.969 3/19/2006 $75,272 $190,755
William J. Collinsworth 20,000 11.5% $10.25 10/21/2006 $128,923 $326,717
Richard G. Dahlberg 8,000 4.6% $11.969 3/19/2006 $60,218 $152,604
Thomas S. Garrett 8,000 4.6% $11.969 3/19/2006 $60,218 $152,604
Robert J. Kosobucki 8,000 4.6% $11.969 3/19/2006 $60,218 $152,604
</TABLE>
Option Exercises And Fiscal Year End Option Values
- ---------------------------------------------------
The following table reflects option exercises during the fiscal year
ended October 25, 1996, the number of shares underlying both exercisable
and unexercisable options as of the fiscal year end and the value of
unexercised "in the money" options as of the fiscal year end:
<TABLE>
<CAPTION>
Acquired Value at Fiscal Year End At Fiscal Year End (2)
on Realized Exer- Exer- Exer- Exer-
Name Exercise (1) cisable cisable cisable cisable
<S> <C> <C> <C> <C> <C> <C>
Thomas R. Filesi 100,000 $1,168,500 54,500 130,000 $444,590 $1,186,560
William J. Collinsworth 0 0 0 20,000 0 $ 17,500
Richard G. Dahlberg 36,223 $299,621 6,666 47,333 $33,830 $ 345,223
Thomas S. Garrett 46,666 $551,125 19,666 44,667 $160,830 $316,064
Robert J. Kosobucki 3,333 $35,705 6,666 28,000 $33,830 $114,413
</TABLE>
(1) For purposes of calculating the value realized, the Company has used
the average of the bid and asked prices as reported by a market maker on
the date of exercise through April 22, 1996 and the closing price as
reported by Nasdaq as of October 25, 1996.
(2) For purposes of calculating the value of unexercised "in the money"
options, the Company has used the closing price as reported by Nasdaq as
of October 25, 1996.
<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 in Form 10-K to be signed on its behalf by
the undersigned, thereunder duly authorized.
OPTEK TECHNOLOGY, INC.
By /s/ Thomas R. Filesi
- ------------------------------------------------
Thomas R. Filesi, President and Chief Executive Officer
Dated: May 29, 1997
<PAGE>
