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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1 TO FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from to
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Commission File Number 0-21803
AFTERMARKET TECHNOLOGY CORP.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 95-4486486
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
900 Oakmont Lane - Suite 100, Westmont, IL 60559
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (630)455-6000
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 ( )
As of July 31, 1997, there were 17,040,578 shares of common stock of the
Registrant outstanding.
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AFTERMARKET TECHNOLOGY CORP.
FORM 10-Q/A
Part II of the Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1997 is hereby amended by adding Item 4 thereto as
follows:
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The annual meeting of stockholders of the Company was held on June 3, 1997
for the purpose of the following: (i) electing nine directors to hold office
until the next annual meeting of stockholders and thereafter until their
successors are elected and qualified; (ii) approving an amendment to the
Company's Amended and Restated Certificate of Incorporation to reduce the
authorized number of shares of capital stock from 35,000,000 to 26,000,000;
and (iii) approving and authorizing the Company to enter into indemnification
agreements with its directors and certain officers. Proxies for the meeting
were solicited pursuant to Regulation 14A of the Securities Exchange Act of
1934, as amended, and there was no solicitation in opposition.
The following directors were elected by the following vote:
VOTES
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FOR AGAINST
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Robert Anderson 15,079,249 15,350
Richard R. Crowell 14,948,649 145,950
Mark C. Hardy 14,948,649 145,950
Michael J. Hartnett 15,053,249 41,350
William E. Myers, Jr. 15,079,249 15,350
Gerald L. Parsky 14,948,649 145,950
Stephen J. Perkins 15,053,249 41,350
Richard K. Roeder 14,948,649 145,950
William E. Smith 15,053,599 41,000
The proposal to amend the Amended and Restated Certificate of Incorporation
was approved by the following vote:
NONVOTES AND
FOR AGAINST ABSTENTIONS
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14,730,301 5,600 2,300
The proposal to approve and authorized the Company to enter into
indemnification agreements was approved by the following vote:
NONVOTES AND
FOR AGAINST ABSTENTIONS
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15,065,229 6,500 1,700
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AFTERMARKET TECHNOLOGY CORP.
Signatures
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.
AFTERMARKET TECHNOLOGY CORP.
Dated: November 6, 1997
By: /s/ John C. Kent
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John C. Kent
Chief Financial Officer*
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* John C. Kent is signing in the dual capacities of (i) the principal
financial officer of the Company and (ii) a duly authorized officer of the
Company.
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