UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q / A
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
X EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 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 No. 0-3108
TRION, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 25-0922753
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 760, 101 McNeill Road, Sanford, North Carolina 27331-0760
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) 919-775-2201
Not Applicable
(Former name, former address and former
fiscal year, if changed since last report)
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 and 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
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of May 14, 1999.
7,161,247 shares of Common Stock, par value $.50
-1-
<p>
PART II
The section entitled "Submission of Matters to a Vote of Security Holders" is
amended and restated in its entirety to read as follows: (the original filing
inadvertently failed to list Hugh E. Carr as a continuing director)
Item 4. Submission of Matters to a Vote of Security Holders
(a) The annual meeting of shareholders of the Registrant was held on
April 20, 1999.
(b) Directors elected at the meeting were James E. Heins, F. Trent
Hill, Jr. and Steven L. Schneider. Other continuing directors are
Hugh E. Carr, Grant R. Meyers, Samuel J. Wornom III, Joseph W.
Deering, and Seddon Goode, Jr.
(c) The only substantive matters voted upon at the meeting were the
election of three directors for a term of three years and an
amendment to the Trion, Inc. 1995 Non-Employee Director Stock Plan
to increase the number of shares which may be issued thereunder.
All nominees for directors as listed in the proxy statement were
elected with the following vote:
Nominees For Withheld
James E. Heins 5,731,235 88,686
F. Trent Hill, Jr. 5,793,643 26,278
Steven L. Schneider 5,748,591 71,330
The amendment to the Trion, Inc. 1995 Non-Employee Director Stock
Plan was Approved by a vote of 5,437,275 For, 365,299 Against
with 17,347 votes Abstaining.
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.
TRION, INC.
(Registrant)
Date: May 21, 1999 /s/ Calvin J. Monsma
Calvin J. Monsma
Vice President and
Chief Financial Officer
-2-
