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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED JANUARY 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 0-13200
ASTRO-MED, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
RHODE ISLAND 05-0318215
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
600 EAST GREENWICH AVENUE, 02893
WEST WARWICK, RHODE ISLAND (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (401) 828-4000
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
------------------- REGISTERED
------------------------------
None None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, $.05 PAR VALUE
(TITLE OF CLASS)
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 to this Form 10-K. [X]
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 [_]
State the aggregate market value of the voting stock held by non-affiliates of
the registrant as of March 18, 1996.
Common Stock, $.05 Par Value: $27,474,072
Indicate the number of shares outstanding (excluding treasury shares) of each
of the issuer's classes of common stock as of March 18, 1996.
Common Stock, $.05 Par Value: 4,982,838 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company's definitive proxy statement for the 1996 annual
meeting of shareholders are incorporated by reference into Part III.
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9
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) Financial Statements:
The following consolidated financial statements of Astro-Med, Inc. and
subsidiaries are incorporated by reference in Item 8:
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PAGE
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Report of Independent Public Accountants............................... 21
Consolidated Balance Sheets--January 31, 1995 and 1996................. 22
Consolidated Statements of Income--Years Ended January 31, 1994, 1995
and 1996.............................................................. 23
Consolidated Statements of Stockholders' Equity--
Years Ended January 31, 1994, 1995 and 1996........................... 24
Consolidated Statements of Cash Flows--
Years Ended January 31, 1994, 1995 and 1996........................... 25
Notes to Consolidated Financial Statements--January 31, 1996........... 26
(a)(2) Financial Statement Schedules:
Schedule II--Valuation and Qualifying Accounts and Reserves--
Years Ended January 31, 1994, 1995 and 1996........................... 33
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All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable, and therefore,
have been omitted.
(a)(3) Exhibits:
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<CAPTION>
EXHIBIT
NUMBER
-------
<C> <S> <C>
(3A) Articles of Incorporation of the Company and all amendments
thereto (filed as Exhibit No. 3A to the Company's report on
Form 10-Q for the quarter ended August 1, 1992 and by this
reference incorporated herein).
(3B) By-laws of the Company and all amendments thereto (filed as
Exhibit No. 3B to the Company's report on Form 10-Q for the
quarter ended July 30, 1988 and by this reference
incorporated herein).
(4) Specimen form of common stock certificate of the Company
(filed as Exhibit No. 4 to the Company's report on Form 10-K
for the year ended January 31, 1985 and by this reference
incorporated herein).
(10.1) Astro-Med, Inc. 1980 Non-Qualified Stock Option Plan, as
amended.(1)
(10.2) Astro-Med, Inc. 1989 Incentive Stock Option Plan, as
amended.(1)
(10.3) Astro-Med, Inc. 1993 Incentive Stock Option Plan.(1)
(21.0) List of Subsidiaries of the Company.
(24) Consent of Independent Public Accountants. See page 21.
(27) Financial Data Schedule
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(1) Management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed by the Company during the last quarter of
the period covered by this report.
19
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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.
ASTRO-MED, INC.
(Registrant)
/s/ Albert W. Ondis
By __________________________________
Date: May 29, 1996 (ALBERT W. ONDIS, CHAIRMAN)
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 AND ON THE DATE INDICATED.
NAME TITLE DATE
---- ----- ----
/s/ Albert W. Ondis Chairman and May 29, 1996
- ------------------------------------- Director (Principal
ALBERT W. ONDIS Executive Officer)
/s/ Everett V. Pizzuti President and May 29, 1996
- ------------------------------------- Director (Principal
EVERETT V. PIZZUTI Operating Officer)
/s/ Joseph P. O'Connell Vice President and May 29, 1996
- ------------------------------------- Treasurer
JOSEPH P. O'CONNELL (Principal
Financial Officer)
/s/ Jacques V. Hopkins Secretary and May 29, 1996
- ------------------------------------- Director
JACQUES V. HOPKINS
20
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-31-1996
<PERIOD-START> FEB-01-1995
<PERIOD-END> JAN-31-1996
<CASH> 2,033,713
<SECURITIES> 6,659,828
<RECEIVABLES> 8,475,005
<ALLOWANCES> 157,000
<INVENTORY> 12,533,553
<CURRENT-ASSETS> 30,969,856
<PP&E> 17,063,855
<DEPRECIATION> 8,350,722
<TOTAL-ASSETS> 42,302,731
<CURRENT-LIABILITIES> 4,549,792
<BONDS> 175,000
0
0
<COMMON> 256,166
<OTHER-SE> 35,725,140
<TOTAL-LIABILITY-AND-EQUITY> 42,302,731
<SALES> 43,941,311
<TOTAL-REVENUES> 43,941,311
<CGS> 26,923,192
<TOTAL-COSTS> 26,923,192
<OTHER-EXPENSES> 15,573,521
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 37,456
<INCOME-PRETAX> 1,760,535
<INCOME-TAX> 433,000
<INCOME-CONTINUING> 1,327,535
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,327,535
<EPS-PRIMARY> .26
<EPS-DILUTED> .26
</TABLE>
