NDC AUTOMATION INC
10KSB/A, 2000-02-28
MEASURING & CONTROLLING DEVICES, NEC
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-KSB/A
This 10-KSB/A is being filed solely for the purpose of updating and including
exhibit 11.1 "Computation of earnings per share" which was omitted in the
initial filing.

(Mark One)

[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act
    of 1934 [Fee Required]
For the fiscal year ended November 30, 1999 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 0-18253
                       -------

                              NDC AUTOMATION, INC.
                 (Name of small business issuer in its charter)

            Delaware                                            56-1460497
- -------------------------------                            -------------------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                            Identification No.)

 3101 Latrobe Drive, Charlotte, North Carolina                 28211-4849
 ---------------------------------------------                 ----------
  (Address of principal executive offices)                     (Zip Code)

Issuer's telephone number   (704) 362-1115
                            --------------
Securities registered pursuant to Section 12(b) of the Exchange Act:
                                                      Name of each exchange on
       Title of each class                                which registered

              None                                              None
              ----                                              ----

      Securities registered pursuant to Section 12(g) of the Exchange Act:

                           .01 Par Value Common Stock
                           --------------------------
                                (Title of Class)

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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 [ ]

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB.

                                      [X]

     State issuer's revenues for its most recent fiscal year: $5,818,222

     The aggregate market value of the voting stock held by non-affiliates of
the Registrant was $1,317,358, based upon the closing sales price of Common
Stock on OTC Bulletin Board on January 31, 2000 of $0.60 per share.

     As of January 31, 2000, 3,586,451 shares of Registrant's Common Stock, par
value $.01 per share, were outstanding.

     Portions of the Registrant's Annual Report to the security holders filed
pursuant to Rule 14a-3(b) under the Securities Exchange Act of 1934 are
incorporated by reference in Part II, Items 6 and 7. In addition, portions of
the Registrant's definitive proxy statement for the 1999 Annual Meeting of
Shareholders to be filed pursuant to Regulation 14A under the Securities
Exchange Act of 1934 are incorporated by reference in Part III, Items 9, 10, 11
and 12.

Transitional Small Business Disclosure Format (check one) Yes   No  X
                                                             --     --

<PAGE>

                                   SIGNATURES


In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                            NDC AUTOMATION, INC.
                                            Registrant


                                            By: /s/ Claude Imbleau
                                                ------------------------
                                                Claude Imbleau
                                                Chief Operating Officer
                                                Chief Financial Officer
Date: February 28, 2000                         Chief Accounting Officer





                                                                    Exhibit 11.1

NDC AUTOMATION, INC.
COMPUTATION OF EARNINGS PER SHARE
For The Year Ended November 30, 1999

<TABLE>
<CAPTION>
<S>     <C>
                                                                                 FULLY
                                                                  PRIMARY        DILUTED
                                                                  EPS            EPS
                                                                  -------        -------
                                                     Exercise
NUMBER OF SHARES UNDERLYING OUTSTANDING   #shares    Price
                                         ----------------------
  OPTIONS   90 plan                        29,541    $0.79167     $ 23,386.72     $ 23,386.72
            93 plan                        51,800    $1.56000     $ 80,808.00     $ 80,808.00
                                              --     $    --      $       --      $       --
                                         ---------
                                           81,341
                                         =========                ---------------------------
PROCEEDS UPON EXERCISE OF OPTIONS                                 $104,194.72     $104,194.72
                                                                  ===========================
NUMBER OF SHARES UNDERLYING OUTSTANDING
  WARRANTS:                                                                 0               0
EXERCISE PRICE PER SHARE                                          $      0.00     $      0.00
PROCEEDS UPON EXERCISE OF WARRANTS                                $      0.00     $      0.00
                                                                  ---------------------------
TOTAL PROCEEDS                                                    $104,194.72     $104,194.72
                                                                  ===========================
MARKET PRICE OF COMMON STOCK
  AVERAGE DURING THE PERIOD ENDED November 30, 1999                     $0.42
  CLOSING AT November 30, 1999                                                          $0.28

SHARES THAT COULD BE REPURCHASED
  WITH TOTAL PROCEEDS                                                 249,568
                                                                  ===========
                                                                                      372,124
                                                                                =============

EXCESS OF SHARES UNDERLYING OPTIONS/WARRANTS
  OVER SHARES THAT COULD BE REPURCHASED
                                                                     (168,227)
                                                                                     (290,783)

COMMON STOCK EQUIVALENT SHARES                                              0               0
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
   OUTSTANDING                                                      3,458,552       3,458,552
                                                                  ===========================

TOTAL AVERAGE NUMBER OF COMMON AND
   COMMON EQUIVALENT SHARES                                         3,458,552       3,458,552
                                                                  ===========================

NET INCOME                                                        $    19,753     $    19,753
                                                                  ===========================


EARNINGS PER SHARE                                                $     0.0057    $    0.0057
                                                                  ===========================
</TABLE>


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