SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended March 31, 1996
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 1-11056
ADVANCED PHOTONIX, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-0325826
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1240 Avenida Acaso, Camarillo, CA 93012
(Address of principal executive offices) (Zip Code)
(805) 987-0146
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $.001 Par Value
Class A Common Stock
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 June 3, 1996, the aggregate market value of the voting stock held
by non-affiliates of the Registrant was approximately $44,600,000.
As of June 3, 1996, there were 10,660,297 shares of Class A Common
Stock and 151,669 shares of Class B Common Stock outstanding.
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 any definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. _____
DOCUMENTS INCORPORATED BY REFERENCE
Part I, Item 9 - The Current Report on Form 8-K,
amended by 8-K/A, Dated January 26, 1995, is
incorporated therein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of June 3, 1996, certain information
concerning the holdings of each person who was known by the Company to be the
beneficial owner of more than five percent (5%) of the outstanding shares of
Class A or Class B Common Stock of the Company, by each director and executive
officers and by all directors and officers as a group.
Class A Common Stock Class B Common Stock
-------------------------------------------- ------------------------------------------
Shares Under Shares Under
Shares Exercisable Percent of Shares Exercisable Percent Percent
Owned Options/Warrants 1 Class Owned Options/Warrants of Class Voting 2
Hayden Leason 3 1,209,100 12,500 11.5 - - - 11.3
The Dreyfus Corporation 4 985,000 - 9.3 - - - 9.1
J. Morton Davis 5 656,045 333,340 9.0 - - - 8.9
James A. Gordon 6 781,040 27,500 7.6 - - - 7.5
Edgewater Private Equity Fund 7 781,040 27,500 7.6 - - - 7.5
Advanced Detectors, Inc. 8 - 750,000 6.6 - - - 6.5
John Pappajohn 9 186,668 500,000 6.2 - - - 6.1
Jon Victor 10 187,400 12,500 1.9 - - - 1.8
Andrzej J. Dabrowski - 82,000 0.8 - 80,000 29.3 1.5
James W. Ward 13,850 90,000 1.0 - - - 1.0
Patrick J. Holmes 50,000 48,000 0.9 - - - 0.9
Harry Melkonian 10,000 60,000 0.7 - - - 0.7
Robert C. King 22,000 12,000 0.3 - - - 0.3
Directors & Officers as a Group 2,085,990 344,500 22.1 - 80,000 29.3 22.3
<FN>
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1 Includes shares under options/warrants exercisable on March 31, 1996 and options which become exercisable within
60 days thereafter.
2 Represents combined voting power of both Class A and Class B Common Stock, assuming beneficial owner exercises all
exercisable options and warrants.
3 The address of this shareholder is Palmas Del Mar,10 Monte Sol, Humacao, Puerto Rico 00791.
4 Shareholder is a subsidiary of Mellon Bank,N. A., One Mellon Bank Center, Pittsburgh, PA 15258-0001.
5 The address of this shareholder is D.H. Blair, 44 Wall Street, New York, NY 10005. Does not include 750,000 shares of
Class A Common Stock underlying options owned by Advanced Detectors, Inc. (ADI) Mr. Davis beneficially owns
approximately 49% of ADI. Mr. Davis disclaims beneficial ownership of the shares underlying options owned by ADI.
Includes 617,760 shares and 333,340 shares underlying a unit purchase option owned by D. H. Blair Investment Banking
Corp. and 38,285 shares owned by Parliament Hill Corporation.
6 The address of this shareholder is c/o Edgewater Private Equity Fund, 4225 Woodlawn Drive, Des Moines, IA 50306.
Includes 593,640 shares owned by Edgewater Private Equity Fund, L.P. (Edgewater). Mr. Gordon is the President of
Gordon Management, Inc. which is the general partner of Edgewater. Includes 187,400 shares owned by Mr. Victor (see
footnote 10). Mr. Victor is a shareholder of Gordon Management, Inc.
7 The address of this shareholder is c/o Edgewater Private Equity Fund, 4225 Woodlawn Drive, Des Moines, IA 50306.
Includes 27,500 options granted to Mr. Gordon ( see footnote 6) and 187,400 shares owned by Mr. Victor (see footnote 10).
8 Formerly Xsirius, Inc., the address of this shareholder is 1220 Avenida Acaso, Camarillo, CA 93012.
9 The address of this shareholder is c/o Equity Dynamics, 2116 Financial Center, Des Moines, IA 50309.
10 The address of this shareholder is c/o Greenwich Ventures, LLC, 2 Soundview Drive, Greenwich, CT 06830. Does not
include 593,640 shares owned by Edgewater Private Equity Fund, L.P. (Edgewater). Mr. Victor is a shareholder of Gordon
Management, Inc. which is the general partner of Edgewater. Mr. Victor disclaims beneficial ownership of the shares
owned by Edgewater.
11 Mr. Dabrowski beneficially owns approximately 14% of Advanced Detectors, Inc. (ADI). Does not include 750,000 shares
of Class A Common Stock underlying options owned by ADI. Mr. Dabrowski disclaims beneficial ownership of the shares
underlying the ADI option.
37
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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.
ADVANCED PHOTONIX, INC.
Date: August 28, 1996 By:/s/ Patrick J. Holmes
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Patrick J. Holmes
Vice President & Chief Financial Officer