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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A-1
ANNUAL REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
|X| Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the year ended December 31, 1997
|_| Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
Commission File Number 1-2982
ANCOR COMMUNICATIONS, INCORPORATED
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(Exact name of registrant as specified in its charter)
MINNESOTA 41-1569659
- --------------------------------- --------------------------------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
6130 BLUE CIRCLE DRIVE MINNETONKA, MINNESOTA 55343
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(Address of principal executive offices) (Zip code)
Registrant's Telephone number, including area code (612) 932-4000
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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Common Stock, par value $.01 per share Pacific Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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 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 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]
As of March 20, 1998, the Company had 11,919,163 shares of Common Stock
outstanding. The aggregate market value of the 11,873,863 shares of Common Stock
held by non-affiliates of the Company was $65,306,246, based on the closing
share price on March 20, 1998 on the Nasdaq SmallCap Market.
Documents incorporated by reference: Certain responses to Part III are
incorporated herein by reference to information contained in the Company's
definitive proxy statement for its 1998 annual meeting of shareholders to be
filed with the Securities and Exchange Commission on or before April 30, 1998.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this amendment to no. 1 to Form 10-K to be signed on its behalf by the
undersigned, thereunto duly authorized.
ANCOR COMMUNICATIONS, INCORPORATED
By /S/ Kenneth E. Hendrickson
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Kenneth E. Hendrickson
Chairman of the Board & CEO
Dated: May 5, 1998
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In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated. Each person whose signature to this report on Form 10-K
appears below hereby constitutes and appoints Kenneth E. Hendrickson and Steven
E. Snyder, and each of them, as his true and lawful attorney-in-fact and agent,
with full power of substitution, to sign on his behalf individually and in the
capacity state below and to perform any acts necessary to be done in order to
file all amendments to this report on Form 10-K, and any and all instruments or
documents filed as part of or in connection with this report on Form10-K or the
amendments thereto and each of the undersigned does hereby ratify and confirm
all that said attorney-in-fact and agent, or his substitutes, shall do or cause
to be done by virtue hereof.
NAME TITLE DATE
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/S/KENNETH E. HENDRICKSON Chairman, Director and CEO May 5, 1998
- --------------------------- (principal executive officer)
Kenneth E. Hendrickson
/S/STEVEN E. SNYDER Chief Financial Officer May 5, 1998
- --------------------------- (principal financial officer)
Steven E. Snyder
* Director May 5, 1998
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Amyl Ahola
* Director May 5, 1998
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Gerald M. Bestler
* Director May 5, 1998
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John F. Carlson
* Director May 5, 1998
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Thomas F. Hunt, Jr.
* Director May 5, 1998
- ---------------------------
Paul Lidsky
* By /s/ Kenneth E. Hendrickson
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Kenneth E. Hendrickson
2
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITOR
We hereby consent to the incorporation by reference in the Registration
Statements of Form S-8 (file nos. 33-8976 and 33-95138) and in the Registration
Statements on Form S-3 (file nos. 333-05379 and 333-27841) of our report, dated
February 19, 1998, with respect to the financial statements appearing on page
F-2 of this Annual Report on Form 10-K.
/s/ McGladrey & Pullen, LLP
Minneapolis, Minnesota
April 30, 1998
