<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM 10-QSB/A
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
--- ACT OF 1934
For the quarterly period ended March 31, 1996
OR
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
--- ACT OF 1934
For the transition period from to
COMMISSION FILE NUMBER: 1-12200
ELECTRONIC DESIGNS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 04-3298416
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
One Research Drive, Westborough, Massachusetts 01581
(Address of Principal Executive Offices) (Zip Code)
(508) 366-5151
(Registrant's Telephone Number, Including Area Code)
- --------------------------------------------------------------------------------
(Former Name, Former Address and Formal Fiscal Year,
if Changed Since Last Report)
Check whether 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 past 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
--- ---
The number of shares of Registrant's Common Stock outstanding on March 31, 1996
was 5,556,172
PAGE 1 OF 4
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Part II
Item 4 - Submission of Matters to a Vote of Security Holders
(a) On March 6, 1996, the Company held its Annual Shareholders' Meeting
(the "Meeting").
(b) The following directors were elected at the Meeting:
Donald F. McGuinness
Frank D. Edwards
Thomas A. Schultz
Thomas J. Toy
Norman T. Hall
(c) The matters described below were voted upon at the Meeting, and the
results of the votes of common stock equivalents for each matter are
listed below each matter:
1. To elect Donald F. McGuinness, Frank D. Edwards, Thomas A Schultz,
Thomas J. Toy and Norman T. Hall as directors of the Company to
serve until the 1997 Annual Meeting of Shareholders and until
their respective successors are duly elected and qualified or
until their earlier resignation or removal.
<TABLE>
<CAPTION>
Votes For Withheld
--------- --------
<S> <C> <C>
Donald F. McGuinness 4,605,459 87,866
Frank D. Edwards 4,616,198 77,127
Thomas A. Schultz 4,602,495 90,830
Thomas J. Toy 4,631,453 61,872
Norman T. Hall 4,632,101 61,224
</TABLE>
2. To approve and adopt the change of the Company's state of
incorporation from California to Delaware through a merger of the
Company into Electronic Designs, Inc., a newly-formed and
wholly-owned Delaware subsidiary, pursuant to the terms of a
merger agreement in substantially the same form as attached to the
Proxy Statement, and all effects thereof, including the conversion
of each outstanding Company security into a corresponding security
of Electronic Designs, Inc. and certain changes to the Company's
Certificate of Incorporation and By-laws.
<TABLE>
<CAPTION>
Votes For Votes Against Abstaining Broker Non-Votes
--------- ------------- ---------- ----------------
<S> <C> <C> <C>
3,827,739 86,159 9,085 790,342
</TABLE>
3. To approve the Company's Employee Stock Purchase Plan.
<TABLE>
<CAPTION>
Votes For Votes Against Abstaining Broker Non-Votes
--------- ------------- ---------- ----------------
<S> <C> <C> <C>
3,901,301 126,305 21,100 694,619
</TABLE>
4. To approve an amendment to the 1987 Stock Option Plan to increase
the number of shares of the Company's common stock reserved for
issuance thereunder by 1,793,553 shares from 866,195 shares to
2,659,748 shares.
<TABLE>
<CAPTION>
Votes For Votes Against Abstaining Broker Non-Votes
--------- ------------- ---------- ----------------
<S> <C> <C> <C>
3,740,473 200,766 17,180 734,906
</TABLE>
2
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5. To approve an amendment to the 1987 Stock Option Plan to eliminate
all limitations on the number of shares of Company common stock
certain executive officers can be granted options to purchase.
<TABLE>
<CAPTION>
Votes For Votes Against Abstaining Broker Non-Votes
--------- ------------- ---------- ----------------
<S> <C> <C> <C>
4,352,910 275,914 23,501 61,000
</TABLE>
6. To approve an amendment to the 1987 Stock Option Plan to make
provision for the automatic grant to non-employee directors of
options to purchase shares of Company common stock.
<TABLE>
<CAPTION>
Votes For Votes Against Abstaining Broker Non-Votes
--------- ------------- ---------- ----------------
<S> <C> <C> <C>
4,413,337 217,072 71,896 41,000
</TABLE>
7. To ratify the appointment of Price Waterhouse LLP to serve as
independent accountants for the Company for the fiscal year ending
September 30, 1996.
<TABLE>
<CAPTION>
Votes For Votes Against Abstaining Broker Non-Votes
--------- ------------- ---------- ----------------
<S> <C> <C> <C>
4,638,970 42,655 11,700 0
</TABLE>
3
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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 hereunto duly authorized.
Electronic Designs, Inc.
(Registrant)
Dated: May 31, 1996 /s/ Frank D. Edwards
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Frank D. Edwards, Senior Vice President
and Chief Financial Officer (Principal
Financial and Accounting Officer and
Duly Authorized Officer)
4
