FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JANUARY 31, 1997 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 1-9389 CHARTER POWER SYSTEMS, INC. (Exact name of Registrant as specified in its Charter) State or other jurisdiction of incorporation or organization: DELAWARE I.R.S. Employer Identification Number: 13-3314599 Address of principal executive offices: 1400 Union Meeting Road Blue Bell, Pennsylvania 19422 Registrant's telephone number, including area code: (215) 619-2700 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Title of Class Name of each exchange -------------- on which registered COMMON STOCK ----------------------- PAR VALUE $.01 PER SHARE NEW YORK STOCK EXCHANGE Securities registered pursuant to Section 12(g) of the Act: NONE 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 any amendment to this Form 10-K [X] Aggregate market value of the voting stock held by nonaffiliates of the Registrant, based on the closing price on April 23, 1997: $163,605,778 Number of shares outstanding of each of the Registrant's classes of common stock as of April 23, 1997: 6,087,425 shares of Common Stock, par value $.01 per share. DOCUMENTS INCORPORATED BY REFERENCE: Registrant's Proxy Statement to be filed Part III pursuant to Regulation 14A within 120 ----------------------------- days after the end of Registrant's fiscal (Part of Form 10-K into which year covered by this Form 10-K Document is incorporated.) - ---------------------------------------- The Company is filing this Form 10K/A relating to its Annual Report on Form 10-K for the fiscal year ended January 31, 1997, to correctly indicate on the cover page that the Company's Common Stock, $.01 par value, is now registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, and is traded on the New York Stock Exchange. SIGNATURE 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. CHARTER POWER SYSTEMS, INC. May 1, 1997 By: /s/ STEPHEN E. MARKERT, JR. ------------------------------- Stephen E. Markert, Jr. Vice President Finance and Treasurer (Principal Financial and Accounting Officer)