<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995.
[ ] 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 0-3063
TINSLEY LABORATORIES, INC.
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 94-1049146
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STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION
No.)
3900 LAKESIDE DRIVE, RICHMOND, CALIFORNIA 94806
- --------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
Registrant's telephone number (510)222-8110
-------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, without par value
--------------------------------
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
-- --
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained herein, and no disclosure will be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]
1
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State issuer's revenues for its most recent year.
$13,109,144
State the aggregate value of the voting stock held by non-affiliates computed by
reference to the price at which the stock was sold, or the average bid and asked
prices of such stock, as of a specified date within the past 60 days. (See
definition of affiliate in Rule 12b-2 of the Exchange Act).
$5,596,812 (computed on the basis of $7.25 per share, which was the last
reported sales price on the over-the-counter market as reported by the
National Association of Securities Dealers, Inc. for March 13, 1996.)
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
771,974
DOCUMENTS INCORPORATED BY REFERENCE
Annual Report to Shareholders for fiscal year ended Parts I and II
December 31, 1995 (the "1995 Annual Report")
Proxy Statement for 1996 Annual Meeting of
Shareholders to be held on April 24, 1996,
to be filed pursuant to Section 14(a) of
the Exchange Act (the "1996 Proxy Statement")
Transitional Small Business Disclosure Format: Yes No X
-- --
2
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ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) ATTACHED HERETO ARE THE FOLLOWING EXHIBITS(1):
27 Financial Data Schedule
3
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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.
TINSLEY LABORATORIES, INC.
April 24, 1996 By: /s/ ROBERT J. ARRONO
----------------------------
Robert J. Aronno, Chairman of the Board of
Directors, President, Chief Executive Officer
and Chief Financial Officer
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 and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- --------- -------- ----
<S> <C> <C>
/s/ ROBERT J. ARRONO
- ------------------------ Chairman of the Board of Directors, April 24, 1996
Robert J. Aronno President, Chief Executive Officer,
Chief Financial Officer and Director
/s/ ROBERT J. JOHNSON
- ------------------------
Robert J. Johnson Vice President-Marketing and Secretary April 24, 1996
/s/ DANIEL J. BAJUK
- ------------------------
Daniel J. Bajuk Executive Vice President April 24, 1996
/s/ JAMES A. KENNON
- ------------------------
James A. Kennon Vice President April 24, 1996
/s/ STEPHEN L. DAVENPORT
- ------------------------
Stephen L. Davenport Director April 24, 1996
/s/ DANIEL J. DUCKHORN
- ------------------------
Daniel J. Duckhorn Director April 24, 1996
/s/ STEPHEN E. GLOBUS
- ------------------------
Stephen E. Globus Director April 24, 1996
/s/ STEVEN E. MANIOS
- ------------------------
Steven E. Manios Vice President and Director April 24, 1996
</TABLE>
4
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 560,692
<SECURITIES> 0
<RECEIVABLES> 2,407,898
<ALLOWANCES> 49,100
<INVENTORY> 1,864,988
<CURRENT-ASSETS> 5,228,351
<PP&E> 9,525,765
<DEPRECIATION> 4,240,278
<TOTAL-ASSETS> 12,940,190
<CURRENT-LIABILITIES> 2,580,992
<BONDS> 0
0
0
<COMMON> 127,854
<OTHER-SE> 8,189,084
<TOTAL-LIABILITY-AND-EQUITY> 12,940,190
<SALES> 13,109,144
<TOTAL-REVENUES> 13,109,144
<CGS> 9,088,148
<TOTAL-COSTS> 9,088,148
<OTHER-EXPENSES> 3,379,263
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 179,366
<INCOME-PRETAX> 462,367
<INCOME-TAX> 193,982
<INCOME-CONTINUING> 268,385
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 268,385
<EPS-PRIMARY> .35
<EPS-DILUTED> .35
</TABLE>
