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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q/A
AMENDMENT TO APPLICATION OR REPORT
Filed pursuant to Section 12, 13, or 15(d) of the
Securities Exchange Act of 1934
APPLIED SCIENCE AND TECHNOLOGY, INC.
(Name of Issuer in its Charter)
AMENDMENT NO. 1
THE UNDERSIGNED REGISTRANT HEREBY AMENDS THE FOLLOWING ITEMS, EXHIBITS OR OTHER
PORTIONS OF ITS QUARTERLY REPORT FOR THE THREE MONTH PERIOD ENDED DECEMBER 27,
1997, ON FORM 10-Q AS SET FORTH IN THE PAGES ATTACHED HERETO:
PAGE
Item 4. Submission of Matters to a Vote of Security-Holders 1
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: February 27, 1998
APPLIED SCIENCE AND TECHNOLOGY, INC.
(Registrant)
NAME CAPACITY DATE
/s/ John M. Tarrh Chief Financial Officer, Senior FEBRUARY 27, 1998
- ----------------- Vice President of Finance
John M. Tarrh (principal financial and accounting
officer) and Director
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.
On November 20, 1997, the Company held its Annual Meeting of Stockholders to
vote on the following proposals:
1. To elect two members of the Board of Directors for a term of three years.
Nominees for Director were: (a) Richard S. Post, Ph.D. and (b) Robert R.
Anderson ("Proposal No. 1");
2. To approve an amendment to the Corporation's Certificate of Incorporation to
increase the number of authorized shares of Common Stock from 10,000,00 to
30,000,000, and to adopt a three-for-two stock split. ("Proposal No. 2");
3. To approve an amendment to the Corporation's 1993 Stock Option Plan to
increase the number of shares of Common Stock that have been reserved for
issuance pursuant to the plan to 1,500,000. ("Proposal No. 3");
4. To ratify and approve the selection of KPMG Peat Marwick LLP as independent
auditors for the fiscal year ending June 27, 1998. ("Proposal No. 4").
Of the 4,556,899 shares of the Company's Common Stock of record as of September
24, 1997, able to be voted at the meeting, a total of approximately 4,211,189
shares were voted, or approximately 92.4% of the Company's issued and
outstanding shares of Common Stock entitled to vote on these matters. Each of
the proposals was adopted, with the vote total as follows:
<TABLE>
<CAPTION>
PROPOSAL VOTES FOR VOTES WITHHELD
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NO. 1
<S> <C> <C>
(a) Richard S. Post, Ph.D. 4,140,089 71,100
(b) Robert R. Anderson 4,140,089 71,100
John M. Tarrh and Hans-Jochen Kahl continue to serve as directors for terms
which expire in 1998, and Donald K. Smith and Michel de Beaumont also continue
to serve as directors for terms which expire in 2000, and until their successors
remain.
</TABLE>
<TABLE>
<CAPTION>
SHARES SHARES SHARES
PROPOSAL VOTING FOR VOTING AGAINST ABSTAINING
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NO. 2 4,182,988 20,350 7,851
NO. 3* 2,234,462 256,295 23,651
NO. 4 4,201,450 2,300 7,439
</TABLE>
*For Proposal No. 3, there were 1,696,781 broker non-votes.
