1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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, 1998

[ ] 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: 000-6377

DREXLER TECHNOLOGY CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware 77-0176309
- -------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

1077 Independence Avenue, Mountain View, CA 94043-1601
- ------------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)

(650) 969-7277
----------------------------------------------------
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

None None
- -------------------- ------------------------
(Title of each class (Name of each exchange
so registered) on which registered)

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.01 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. [X] Yes [ ] 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. [ ]

Based on the last trade price of the Company's Common Stock on The Nasdaq Stock
Market on May 12, 1998 the aggregate market value of the voting stock held by
non-affiliates of the registrant is approximately $142,680,000.

Number of outstanding shares of Common Stock, $.01 par value, at May 12, 1998:
9,678,597

DOCUMENTS INCORPORATED BY REFERENCE: NONE

Drexler Technology Corporation, the undersigned Registrant (also referred to
herein as the "Company"), hereby amends Part III, Items 10, 11, and 12 of its
Annual Report on Form 10-K for the fiscal year ended March 31, 1998 as follows
in order that such items are contained in the Form 10-K directly rather than
being incorporated by reference from Registrant's Definitive Proxy Statement:

(a) The foregoing cover page to the Form 10-K is hereby amended to delete
the entry under Documents Incorporated by Reference and to replace it
with the word "NONE."

(b) Part III of the Form 10-K is hereby amended to add the information
required under Items 10, 11, and 12, as follows:

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

A. Directors and Executive Officers

Officer or
Director
Name Age Since Position with Registrant and, If Different, Principal Occupation
---- --- ---------- ----------------------------------------------------------------

Jerome Drexler 70 1968 Chairman of the Board of Directors and Chief Executive Officer of
Registrant and its wholly owned
subsidiary, LaserCard Systems
Corporation.

Richard M. Haddock 46 1997 President and Chief Operating Officer of Registrant and its wholly
owned subsidiary, LaserCard Systems Corporation.

Christopher J. Dyball 47 1992 Executive Vice President and General Manager, Card Manufacturing.

Steven G. Larson 48 1987 Vice President of Finance and Treasurer of Registrant and its wholly
owned subsidiary, LaserCard Systems Corporation.

Arthur H. Hausman 74 1981 Director; private investor. Retired Chairman, President, and Chief
Executive Officer of Ampex Corporation (manufacturer of professional
audio-video systems, data/memory products, and magnetic tape).
Director of California Amplifier, Inc. (low-noise amplifiers),
California Microwave, Inc. (commercial telecommunications and
defense electronics), and Director Emeritus of Technology for
Communications International (high-frequency antenna systems and
electronic reconnaissance systems).

Dan Maydan 62 1998 Director. President (since December 1993), Director (since 1992), and
formerly Executive Vice President (from 1990 to December 1993) of
Applied Materials, Inc. (semiconductor manufacturing equipment);
Co-Chairman (since 1991) of Applied Komatsu Technology, Inc. (flat-
panel display production systems); Director of Electronics for Imaging,
Inc. (software).

William E. McKenna 78 1970 Director; private investor. Director of California Amplifier, Inc.
(low-noise amplifiers), Safeguard Health Enterprises, Inc. (healthcare
services), Midway Games, Inc. (interactive entertainment software for
the coin-operated and home markets), and WMS Industries, Inc. (coin-
operated and home video and other games).

There are no family relationships among any directors or executive officers
of the Company.

It is anticipated that each of the directors and executive officers will
continue in his position, although there is no understanding or arrangement to
that effect. Each director holds office until the next annual meeting of
stockholders and until such director's successor is elected and qualified.
However, any of the above directors or executive officers could resign, and any
of the officers could be replaced or removed by the Board of Directors at any
time.

B. Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors, executive officers, and beneficial owners of more than
10 percent of the Company's common stock to file with the Commission initial
reports of ownership and reports of changes in ownership of common stock and
other equity securities of the Company. The Company believes that for the 1998
fiscal year, these requirements were satisfied except for Dr. Dan Maydan's
initial Form 3 filing, which was 1 day late due to a delivery delay. The Company
believes that, based on its review of Forms 3, 4, 5, if any, and periodic
written representations from reporting persons, all other officers, directors,
and holder of more than 10 percent of the Company's common stock complied with
all Section 16(a) filing requirements for the 1998 fiscal year.

ITEM 11. EXECUTIVE COMPENSATION

A. Compensation of Executive Officers

The following table discloses the total compensation paid to each of the
Company's 4 executive officers for the 3 fiscal years ended March 31, 1998, for
services rendered in all capacities to the Company and its subsidiaries.

SUMMARY COMPENSATION TABLE

Annual Compensation Long-Term Compensation
------------------- ----------------------

Fiscal Shares Underlying
Name and Principal Position Year Salary ($) Bonus ($) Option Grants (#)
--------------------------- ---- ---------- --------- -----------------

Jerome Drexler 1998 $ 164,647 $ 0 45,000
Chairman of the Board and 1997 $ 160,755 $ 0 45,000
Chief Executive Officer 1996 $ 146,956 $ 0 30,000

Richard M. Haddock 1998 $ 173,720 $ 0 20,000
President and 1997 $ 113,456 $ 0 51,000
Chief Operating Officer 1996 $ 107,345 $ 0 105,000

Christopher J. Dyball
Executive Vice President 1998 $ 150,036 $ 0 45,000
and General Manager, 1997 $ 111,052 $ 0 36,000
Card Manufacturing 1996 $ 107,206 $ 0 75,000

Steven G. Larson 1998 $ 129,662 $ 0 20,000
Vice President of Finance 1997 $ 114,502 $ 0 51,000
and Treasurer 1996 $ 97,202 $ 0 60,000

Stock Option Grants to Executive Officers

The following table sets forth the stock options granted to each of the
Company's 4 executive officers under the Company's 1991 Option Plan during the
1998 fiscal year ended March 31, 1998. The table sets forth hypothetical dollar
gains or "option spreads" for the options at the end of their respective terms,
as calculated in accordance with the rules of the Securities and Exchange
Commission. Each gain is based on arbitrarily assumed annualized rates of
compounded appreciation of the market price at the date of grant of 5 percent
and

10 percent from the date the option was granted to the end of the option term.
However, no gain to the optionee is possible without an increase in stock price,
which will benefit all stockholders commensurately. A zero percent gain in stock
price appreciation will result in zero dollars for the optionee. Actual gains,
if any, on option exercises are dependent on the future performance of the
Company's Common Stock.

OPTION GRANTS IN LAST FISCAL YEAR

Individual Grants
---------------------------------------------------------
Potential Realizable Value at
Percent of Assumed Annual Rates of
Shares Total Options Exercise Stock Price Appreciation for
Underlying Granted to Price Expiration 5- or 10-Year Option Term
Options All Optionees ($/Share) Date -------------------------
Name Granted(#) in Fiscal Year (1) (2) 5% 10%
---- ---------- -------------- ----------- --------- -- ---

Jerome Drexler 45,000 11.3% $10.75 9/19/07 $304,228 $770,973
Richard Haddock 20,000 5.0% $10.75 9/19/02 $ 59,401 $131,260
Christopher Dyball 45,000 11.3% $10.75 9/19/02 $133,651 $295,334
Steven Larson 20,000 5.0% $10.75 9/19/02 $ 59,401 $131,260

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(1) At the discretion of the Board of Directors and/or Stock Option Committee,
the optionee may pay the exercise price to the Company in cash, by
promissory note, or by delivering already owned shares, subject to certain
conditions.

(2) Mr. Drexler's options have 10-year terms. Options granted to Messrs.
Haddock, Dyball, and Larson have 5-year terms. These options are subject to
earlier termination in certain events.

Aggregated Option Exercises and Options Held by Executive Officers

The following table sets forth the value of options exercised by the
Company's executive officers during the 1998 fiscal year and remaining
unexercised at fiscal year end.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

Number of Securities Underlying Value of Unexercised
Shares Unexercised Options at In-the-Money Options at
Acquired on Value Fiscal Year-End (#) Fiscal Year-End ($)(2)
Exercise Realized ------------------- ----------------------
Name (#) ($)(1) Exercisable Unexercisable Exercisable Unexercisable
---- ----- ------------ ----------- ------------- ----------- -------------

Jerome Drexler 53,000 $225,768 179,000 0 $1,187,594 $ 0

Richard Haddock 0 0 79,000 101,000 $ 620,031 $412,156

Christopher Dyball 47,500 $228,750 52,500 111,000 $ 398,516 $493,406

Steven Larson (3) 37,950 $210,224 25,000 91,000 $ 181,719 $355,281

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(1) Market value of underlying securities (based on the fair market value of
the Company's Common Stock on The Nasdaq Stock Market) at the time of their
exercise, minus the exercise price.

(2) Market value of securities underlying in-the-money options at fiscal year
end (based on $15.40625 per share, the average of the high and low trading
prices of the Company's Common Stock on The Nasdaq Stock Market as of
fiscal year end) minus the exercise price.

(3) Includes options subject to trust in favor of Marsha Larson, for whose
benefit 26,450 shares were acquired upon exercise in fiscal 1998 (for value
realized of $139,262). At fiscal year end, 937 shares remained underlying
those options that were exercisable (for value of $5,944) and 1,094 shares
remained underlying those options that were unexercisable (for value of
$6,940).

B. Compensation of Directors

Each of the 4 directors receives a fee of $1,200 per month for serving as a
director, the standard fee in effect since July of 1995. The Company also
reimburses reasonable out-of-pocket expenses incurred by directors performing
services for the Company.

The Company's 1991 Stock Option Plan provides for the automatic grant of a
5-year option to purchase 15,000 shares of the Company's Common Stock on the
date any person first becomes a director. These grants to newly elected
directors become exercisable in cumulative increments of one-third (1/3) each at
the end of 24 months, 36 months, and 48 months from the date of grant. The 1991
Stock Option Plan further provides that on the date of the Company's annual
meeting of stockholders, each non-employee director who has served as a director
of the Company for the preceding 6-month period and who is re-elected at the
annual meeting, is automatically granted a 5-year option to purchase 6,000
shares of the Company's Common Stock. The option share grants to the re-elected
directors are exercisable in full at the time of grant. The exercise price for
options granted to newly elected directors and re-elected directors is the fair
market value of the Company's Common Stock on the effective date of the grant of
the option.

C. Employment Contracts, Termination of Employment, and Change of Control
Arrangements

None of the Company's executive officers has employment or severance
arrangements with the Company. Under the terms of the 1991 Stock Option Plan,
the Board of Directors and/or Stock Option Committee retains discretion, subject
to certain limits, to modify the terms of outstanding options.

In the event of a merger or sale of assets or like event, the Board of
Directors is empowered to make appropriate adjustments to options under the 1991
Option Plan. The Board of Directors has adopted guidelines specifying the
following as adjustments that it would consider appropriate upon the occurrence
of such an event:

- permitting optionees no less than 30 days to exercise the vested portion
of their options;

- having the successor corporation either (a) issue to optionees replacement
options for the unvested portions of options, or else (b) pay deferred
compensation on the spread between the value of Company stock upon the
occurrence of such event and the option exercise price at the time such
unvested portion would have vested; and

- providing for vesting of 100 percent of the unvested portion for optionees
employed by the Company for at least 2 years prior to such event if their
employment is terminated within 1 year of such event by the successor
corporation other than by resignation or for acts of moral turpitude.

D. Compensation Committee Interlocks and Insider Participation

Jerome Drexler, the Company's Chief Executive Officer, is a member of the
Compensation Committee. The Compensation Committee is responsible for setting
the salaries of the Company's executive officers, other than the Chief Executive
Officer, and for certain other management employees of the Company and its
subsidiaries.

----------

With reference to the next two sections, headed "Compensation Policy" and
"Stock Performance Chart," and notwithstanding anything to the contrary set
forth in any of the Company's previous filings under the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as amended, that might
incorporate future filings, including this Proxy Statement, in whole or part,
the "Compensation Policy" and the "Stock Performance Chart" shall not be
incorporated by reference in any such filings, nor shall they be deemed to be
soliciting material or deemed filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, or under the Securities Exchange
Act of 1934, as amended.

Compensation Policy

The Board of Directors, in coordination with the Compensation Committee and
Stock Option Committee, establishes the general compensation policies of the
Company and specific compensation levels for the Company's Chief Executive
Officer and other executive officers. The Company's compensation policy, as
adopted and revised from time to time, is to provide total compensation
opportunities that are competitive with the pay practices of other companies and
thereby enable the Company to attract and retain superior performing managers.
This is accomplished through a combination of cash incentives and equity
incentives which are granted to the Company's executive officers as well as to a
broad range of the Company's employees. The Company believes that this closely
aligns employee interests with those of its stockholders.

The Board considered a total package for the Company's Chief Executive
Officer in the context of the Company's objectives and business strategy. The
analysis included reviewing compensation of chief executive officers of
comparable companies within similar industries. The Company's overall financial
performance was considered by the Board in determining the Chief Executive
Officer's compensation; however, the specific performance of the Company's
Common Stock was not a factor. In addition, the Board considered factors such as
the individual's past performance and future potential. The same factors and
considerations were used in determining the compensation of the Company's other
executive officers as were used in setting the compensation of the Chief
Executive Officer.

The Company also maintains a Management Bonus Plan for its management
employees. The Board determines the Company contribution to a bonus pool. This
contribution is usually related to performance criteria such as pre-tax,
pre-bonus Company earnings and licensing revenues, with various adjustments. The
Chief Executive Officer then has sole discretion to allocate this bonus pool
among the employees of the Company, excluding himself. The Company made no
contribution to the bonus pool during fiscal 1998.

Compensation Committee Stock Option Committee
---------------------- ----------------------
Jerome Drexler Arthur H. Hausman
William E. McKenna William E. McKenna

Stock Performance Chart

The following stock performance chart compares the cumulative total return
for the Company's Common Stock over the past 5 fiscal years, to the Standard &
Poor's 500 Stock Index ("S&P 500") and the University of Chicago Center for
Research in Security Prices (CRSP) Total Return Index for Nasdaq Stock Market
Computer Manufacturing

Companies, which includes manufacturers of computer storage devices. The chart
assumes that the value of the investment in the Company and each index was $100
on March 31, 1993, and that any dividends were reinvested.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
[STOCK PERFORMANCE CHART]
*Total Return Assumes Reinvestment of Dividends

The stock performance chart was plotted using the following data:

Fiscal Year Ending March 31,
-----------------------------------------------------------------------------------
1993 1994 1995 1996 1997 1998
-------- -------- -------- -------- -------- --------

Drexler Technology Corporation ....... $ 100.00 $ 120.51 $ 120.51 $ 248.72 $ 210.26 $ 320.51
S&P 500 .............................. $ 100.00 $ 101.47 $ 117.27 $ 154.92 $ 185.63 $ 274.73
CRSP Nasdaq Computer Manufacturers ... $ 100.00 $ 97.10 $ 115.95 $ 178.58 $ 195.53 $ 346.59

PAST RESULTS ARE NOT AN INDICATOR OF FUTURE INVESTMENT RETURNS

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

A. Principal Stockholder

The table below shows the name, address, number of shares held, nature of
ownership, and percentage of shares held as of July 1, 1998, by the only person
or entity known to the Company to be the beneficial owner of more than 5 percent
of the Company's Common Stock.

Number of Shares and Percentage
Name and Address Nature of Ownership of Class
---------------- ------------------- --------

Jerome Drexler 1,424,548(1) 14.7%
c/o Drexler Technology Corporation Full dispositive
1077 Independence Avenue and voting power
Mountain View, CA 94043

- ----------

(1) Includes 194,000 shares purchasable by exercise of option within 60 days.
Does not include 172,100 shares owned by Mr. Drexler's wife and 12,850
shares held indirectly by his wife as custodian, as to all of which shares
Mr. Drexler disclaims any beneficial ownership. Does not include 15,000
shares held by The Drexler Foundation, the assets of which are perpetually
dedicated to charity. The power to vote and to dispose of the shares held
by The Drexler Foundation is shared by the Foundation's directors,
consisting of Mr. Drexler and his wife.

B. Changes in Control

There are no arrangements in existence known to the Company which would
result in a change in control of the Company.

C. Security Ownership of Management

The table on the following page contains information respecting the number
of shares and percentage of the Company's Common Stock beneficially owned by
each of the Company's 4 directors, by each executive officer of the Company, and
by all executive officers and directors as a group, as of July 1, 1998. The
beneficial owners of the shares have full voting and investment power, except as
indicated in the table, and have addresses in care of the Company. As of the
close of business on July 1, 1998, the Company had outstanding 9,718,897 shares
of Common Stock.

STOCK OWNERSHIP BY DIRECTORS AND OFFICERS

Director Common Percentage
Name, Principal Occupation, and Other Directorships Age Since Shares of Class
--------------------------------------------------- --- -------- ------ --------

JEROME DREXLER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70 1968 1,424,548(1) 14.7%
Chairman of the Board of Directors and Chief Executive Officer of the
Company and its wholly owned subsidiary, LaserCard Systems Corporation.

ARTHUR H. HAUSMAN . . . . . . . . . . . . . . . . . . . . . . . . . . . 75 1981 43,500(2) .4%
Director; private investor. Retired Chairman, President, and Chief
Executive Officer of Ampex Corporation (manufacturer of professional
audio-video systems, data/memory products, and magnetic tape); Director
of California Amplifier, Inc. (low-noise amplifiers); Director of
California Microwave, Inc. (commercial telecommunications and defense
electronics); and Director Emeritus of Technology for Communications
International (high-frequency antenna systems and electronic
reconnaissance systems).

DAN MAYDAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62 1998 -- --
Director. President (since December 1993), Director (since 1992), and
formerly Executive Vice President (from 1990 to December 1993) of
Applied Materials, Inc. (semiconductor manufacturing equipment); and
Co-Chairman (since 1991) of Applied Komatsu Technology, Inc. (flat-panel
display pro- duction systems). Director of Electronics for Imaging, Inc.
(software).

WILLIAM E. McKENNA . . . . . . . . . . . . . . . . . . . . . . . . . . 78 1970 57,000(2) .6%
Director; private investor. Director of California Amplifier, Inc.
(low-noise amplifiers); Safeguard Health Enterprises, Inc. (healthcare
services); Midway Games, Inc. (interactive entertainment software for
the coin-operated and home markets), and WMS Industries, Inc.
(coin-operated and home video and other games).

RICHARD M. HADDOCK . . . . . . . . . . . . . . . . . . . . . . . . . . 46 N/A 66,800(3) .7%
President and Chief Operating Officer of the Company and its wholly
owned subsidiary, LaserCard Systems Corporation.

CHRISTOPHER J. DYBALL . . . . . . . . . . . . . . . . . . . . . . . . 47 N/A 46,727(4) .5%
Executive Vice President of the Company; General Manager, Card
Manufacturing.

STEVEN G. LARSON . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 N/A 22,304(5) .2%
Vice President of Finance and Treasurer of the Company and its wholly
owned subsidiary, LaserCard Systems Corporation.

All executive officers and directors as a group (the 7 persons named above) . . . . . . . 1,660,879(6) 17.1%

- ---------

(2) Includes 24,000 shares purchasable by exercise of option within 60 days.

(3) Includes 66,800 shares purchasable by exercise of option within 60 days.

(4) Includes 45,000 shares purchasable by exercise of option within 60 days.

(5) Includes 21,400 shares purchasable by exercise of option within 60
days, including options for 937 shares subject to trust in favor
of Marsha Larson.

(6) Includes 375,200 shares purchasable by exercise of option within 60 days.

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Form 10-K/A to be signed on its behalf by the
undersigned, thereunto duly authorized.

DREXLER TECHNOLOGY CORPORATION

By: /s/ Steven G. Larson
-----------------------------------
Steven G. Larson, Vice
President of Finance and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
July 30, 1998