SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1 to Form 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended August 29, 1997
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 No. 0-45
SHELDAHL, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-0758073
__________ __________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1150 Sheldahl Road
Northfield, MN 55057
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (507) 663-8000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.25
par value Preferred Stock Purchase Rights
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 registrants 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.
The aggregate market value of shares held by non-affiliates was approximately
$172,000,000 on November 6, 1997, when the last sales price of the Registrants
Common Stock, as reported in the Nasdaq National Market System, was $19.00.
As of November 6, 1997, the Company had outstanding 9,045,480 shares of Common
Stock, $.25 par value.
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Companys definitive proxy statement for its annual
meeting to be held January 8, 1997, are incorporated by reference
in Part III of this Form 10-K.
_____________________________________________________
Page F-2 of the Documents and Financial Statements listed in Item
14(a) is amended so that the date reads October 10, 1997.
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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.
Dated: November 10, 1997 SHELDAHL, INC.
By: /s/James E. Donaghy
James E. Donaghy
Chief Executive Officer
By: /s/Edward L. Lundstrom
Edward L. Lundstrom
President
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 on November 5, 1996 and in the
capacities indicated.
(Power of Attorney)
Each person whose signature appears below constitutes and
appoints James E. Donaghy and John V. McManus as such persons true
and lawful attorneys-in-fact and agents, each acting alone, with
full power of substitution and resubmission, for such person and
in such persons name, place and stead, in any and all capacities,
to sign any of all amendments to this Annual Report on Form 10-K
and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and
purposes as such person might or could do in person, hereby
ratifying and confirming all said attorneys-in-fact an agents,
each acting alone, or such persons substitute or substitutes may
lawfully do or cause to be done by
virtue thereof.
By * Chairman of the Board and
James S. Womack Director
By /s/ James E. Donaghy Chief Executive Officer and
James E. Donaghy Director (principal executive officer)
By /s/ Edward L. Lundstrom President
Edward L. Lundstrom
By /s/ John V. McManus Vice President - Finance
John V. McManus (principal financial and
accounting officer)
By * Director
John G. Kassakian
By * Director
Gerald E. Magnuson
By * Director
William B. Miller
By * Director
Kenneth J. Roering
By * Director
Richard S. Wilcox
By * Director
Beekman Winthrop
By /s/ John V. McManus
John V. McManus
Attorney-in-fact
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders of Sheldahl, Inc.:
We have audited the accompanying consolidated balance sheets
of Sheldahl, Inc. (a Minnesota corporation) and Subsidiary as of
August 29, 1997, and August 30, 1996, and the related consolidated
statements of operations, changes in shareholders investment and
cash flows for each of the three fiscal years in the period ended
August 29, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements based on our
audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Sheldahl, Inc. and Subsidiary as of August 29, 1997, and August
30, 1996, and the results of their operations and their cash flows
for each of the three fiscal years in the period ended August 29,
1997, in conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on
the basic consolidated financial statements taken as a whole. The
schedule listed in the index to consolidated financial statements
is presented for purposes of complying with the Securities and
Exchange Commissions rules and is not part of the basic financial
statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements
and, in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to the
basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
October 10, 1997
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