UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1996
Commission File #0-6072
ELECTROMAGNETIC SCIENCES, INC.
(Exact name of registrant as specified in its charter)
Georgia 58-1035424
(State of incorporation) (IRS Employer ID No.)
or organization)
660 Engineering Drive
Norcross, Georgia 30092
(Address of principal (Zip Code)
executive offices)
Registrant's Telephone Number, Including Area Code-(770) 263-9200
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.10 par value
(Title of Class)
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
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
amendment to this Form 10-K: [X]
The aggregate market value of voting stock held by persons other than
directors or executive officers on March 24, 1997, was $155,524,000, based
on a closing price of $18.875 per share. The basis of this calculation
does not constitute a determination by the registrant that all of its
directors and executive officers are affiliates as defined in Rule 405.
As of March 24, 1997, the number of shares of the registrant's common stock
outstanding was 8,513,268 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information contained in the Company's 1996 Annual Report to
Shareholders and definitive proxy statement for the 1997 Annual Meeting of
Shareholders of the registrant is incorporated herein by reference in Parts
II, III and IV of this Annual Report on Form 10-K.
Item 13.
Certain Relationships and Related Transactions, is amended
to provide in its entirety as follows:
Item 13. Certain Relationships and Related Transactions.
- ---------------------------------------------------------
Information concerning the Company's consulting arrangement
with John E. Pippin, Chairman of the Board, and concerning
the interests of certain directors, officers and holders of
more than 5% of the Company's outstanding shares, in the
LXE Inc. shares acquired by the Company during 1996, is
contained in the Company's definitive Proxy Statement for
its 1997 Annual Meeting of Shareholders and is incorporated
herein by reference.
The table appearing in such Proxy Statement, concerning the
conversion of options previously granted by LXE under its
1989 Stock Incentive Plan into options under the Company's
1992 Stock Incentive Plan, is corrected to provide in its
entirety as follows:
Number of Number of
LXE Shares ELMG Shares
Underlying Exercise Underlying Exercise
Options Before Price Per Options Before Price Per Expiration
Name Merger Conversion LXE Share Merger Conversion ELMG Share Dates
---- ------------------ --------- ------------------ ----------- ----------
John B. Mowell 15,900 $ 5.66 11,925 $ 7.55 3/13/98
John E. Pippin 95,400 3.77 71,550 5.03 1/01/99
Thomas E. Sharon 40,893 3.77 30,669 5.03 1/27/01
Don T. Scartz: 19,875 5.66 14,906 7.55 9/26/02
2,000 15.25 1,500 20.33 4/24/98
William S. Jacobs 5,000 18.25 3,750 24.33 3/13/98
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly
authorized.
ELECTROMAGNETIC SCIENCES, INC.
By: /s/ William S. Jacobs Date: 5/23/97
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Vice President