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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 26, 1999
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____ to _____
Commission file number 0-24746
TESSCO TECHNOLOGIES INCORPORATED
(Exact name of registrant as specified in charter)
Delaware 52-0729657
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
11126 McCormick Road, Hunt Valley, Maryland 21031
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (410) 229-1000
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 filing requirements
for the past 90 days.
Yes /X/ No / /
The number of shares of the registrant's Common Stock, $ .01 par value,
outstanding as of October 29, 1999 was 4,466,232.
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The following is an amendment to Part II - Item 4 of Tessco Technologies
Incorporated's Quarterly Report on Form 10-Q for the quarterly period ended
September 26, 1999. This amendment is made to correctly state the number of
votes cast in favor of the matters submitted to a vote of security holders,
none of which amendments change in any respect the outcome of the votes.
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PART II - OTHER INFORMATION
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Shareholders at the Company's corporate
headquarters on August 13, 1999. At the meeting, the shareholders were asked to
vote on the election of directors, the approval of an amendment to the 1994
Stock and Incentive Plan increasing the number of shares available for issuance,
the approval of an amendment to the 1994 Stock and Incentive Plan permitting the
issuance of shares to non-employee directors, the approval of the Team Member
Stock purchase plan and the ratification of the appointment of the Company's
independent public accountants. Each of these proposals was described in the
Company's Definitive Proxy Statement filed with the Commission on July 15,
1999.
Election of Directors. At the meeting, the shareholders reelected Robert B.
Barnhill and Benn R. Konsynski, for three year terms expiring at the Company's
2002 Annual Meeting of Shareholders. The votes cast for Mr. Barnhill and Mr.
Konsynski were as follows:
<TABLE>
<S> <C> <C>
Robert B. Barnhill 3,958,820 For
147,346 Against or Withheld
0 Abstentions
330,045 Broker Non-Votes
Benn R. Konsynski 3,958,820 For
147,346 Against or Withheld
0 Abstentions
330,045 Broker Non-Votes
</TABLE>
1994 Stock and Incentive Plan. At the meeting, the shareholders approved as
proposed Amendment No. 2 to the 1994 Stock and Incentive Plan increasing the
number of shares available for issuance under the plan by 300,000. The number
of votes for was 2,291,088, the number of votes against was 322,660, the
number of abstentions was 9,368 and the number of broker non-votes was
1,813,095.
1994 Stock and Incentive Plan. At the meeting, the shareholders approved as
proposed Amendment No. 3 to the 1994 Stock and Incentive Plan permitting the
issuance of up to 50,000 shares to non-employee directors. The number of
votes for was 3,907,493, the number of votes against was 189,955, the number
of abstentions was 8,718 and the number of broker non-votes was 330,045.
Team Member Stock Purchase Plan. At the meeting, the shareholders approved as
proposed the Team Member Stock Purchase Plan which enables eligible
employees of the Company to purchase shares of the Company's common stock
through payroll deduction. The maximum number of shares authorized for
purchase under the plan is 200,000.
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The number of votes for was 2,600,287, the number of votes against was
27,726, the number of abstentions was 13,718 and the number of broker
non-votes was 1,794,480.
Independent Auditors. At the meeting, the shareholders ratified the appointment
of Arthur Andersen LLP to serve as the independent public accountants of the
Company for the fiscal year ending March 26, 2000. The number of votes for was
4,104,634, the number of votes against or withheld was 300, the number of
abstentions was 1,232, and the number of broker non-votes was 330,045.
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SIGNATURE
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 thereunto duly authorized.
TESSCO TECHNOLOGIES INCORPORATED
Date: December 2, 1999 By: /s/Robert C. Singer
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Robert C. Singer
Senior Vice President and Chief Financial
Officer
(principal financial and accounting officer)
