UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended December 31, 1995
Commission File Number 0-3905
TRANSMATION, INC.
(Exact name of registrant as specified in its charter)
OHIO 16-0874418
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10 Vantage Point Drive, Rochester, New York 14624
(Address of principal executive offices-Zip Code)
Registrant's telephone number, including area code 716-352-7777
Indicate by check mark (X) 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
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at March 19, 1996
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Common 2,430,340 Shares
The purpose of this Amendment to Form 10-Q for the quarter ended December 31,
1995 is to refile with appropriate EDGAR tags an Exhibit 4 Instrument Defining
the Rights of Security Holders and the Registrant's Exhibit 27 Financial Data
Schedule.
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.
TRANSMATION, INC.
Date: March 19, 1996 /s/ Robert G. Klimasewski
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Robert G. Klimasewski
President
Date: March 19, 1996 /s/ John A. Misiaszek
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John A. Misiaszek
Vice President, Finance
INDEX TO EXHIBITS
(2) Plan of acquisition, reorganization, arrangement, liquidation or succession
Not applicable.
(3) (a) Articles of Incorporation
Articles of Incorporation, as amended, are incorporated herein by reference
to Exhibit 4(a) to the Registrant's Registration Statement on Form S-8
(Registration No. 33-61665) as filed on August 8, 1995.
(b) By-laws
Code of Regulations, as amended, are incorporated herein by reference to
Exhibit 3 to the Registrant's Annual Report on Form 10-K for the fiscal year
ended March 31, 1988.
(4) Instruments defining the rights of security holders, including indentures.
(a) The documents listed under Item (3) of this Index are incorporated
herein by reference.
(b) Revolving Credit Agreement between the Registrant and Manufacturers and
Traders Trust Company is incorporated herein to Exhibit 1 to the Registrant's
Form 10-Q for the quarter ended September 30, 1994.
(c) Agreement and Amendment No. 1 to an Existing Revolving Credit Facility
Agreement between the Registrant and Manufacturers and Trades Trust Company
dated September 8, 1995 is incorporated herein by reference to Exhibit 1 to the
Registrant's Form 10-Q for the quarter ended September 30, 1995.
*(d) Agreement and Amendment No. 2 to an Existing Revolving Credit Facility
Agreement between the Registrant and Manufacturers and Traders Trust Company
dated December 15, 1995, together with a brief identification of the contents of
all omitted exhibits thereto, is included herein as Exhibit 4(d). Upon written
request, the Registrant will provide to security holders copies of any of the
referenced omitted exhibits.
(10) Material Contracts
(a) The documents listed under Item (4) of this Index are incorporated
herein by reference.
(b) Compensation agreements between the Registrant and William J. Berk are
incorporated herein by reference to Exhibit 10 to the Registrant's Form 10-K for
the fiscal year ended March 31, 1984, and Exhibit 10(b) to the Registrant's Form
10-K for the fiscal year ended March 31, 1991.
(c) Non-Statutory Stock Option Agreement dated March 11, 1993 between the
Registrant and Thomas R. Crumlish is incorporated herein by reference to Exhibit
10 to the Registrant's Form 10-K for the fiscal year ended March 31, 1993.
(d) Transmation, Inc. Directors' Stock Plan is incorporated herein by
reference to Exhibit 10(i) to the Registrant's Form 10-K for the fiscal year
ended March 31, 1995.
(e) Employment Agreement dated as of April 1, 1995 between the Registrant
and Robert G. Klimasewski is incorporated herein by reference to Exhibit 10(ii)
to the Registrant's Form 10-K for the fiscal year ended March 31,1995.
(f) Transmation, Inc. Amended and Restated Directors' Warrant Plan is
incorporated herein by reference to Exhibit 99(b) to the Registrant's
Registration Statement on Form S-8 (Registration No. 33-61665) as filed on
August 8, 1995.
(g) Transmation, Inc. Amended and Restated 1993 Stock Option Plan is
incorporated herein by reference to Exhibit 99(c) to the Registrant's
Registration Statement on Form S-8 (Registration No. 33-61665) as filed on
August 8, 1995.
(h) Transmation, Inc. Employees' Stock Purchase Plan is incorporated herein
by reference to Exhibit 99(e) to the Registrant's Registration Statement on Form
S-8 (Registration No. 33-61665) as filed on August 8, 1995.
(i) Amendment No. 1 to Transmation, Inc. Directors' Stock Plan is included
herein by reference to Exhibit 10(i) to the Registrant's Form 10-Q for the
quarter ended September 30, 1995.
(j) Non-Statutory Stock Option Agreement dated August 15, 1995 between
Transmation, Inc. and Eric W. McInroy is included by reference to Exhibit 10(j)
to the Registrant's Form 10-Q for the quarter ended September 30, 1995.
(11) Statement re computation of per share earnings
Not applicable.
(15) Letter re unaudited interim financial information
Not applicable.
(18) Letter re change in accounting principles
Not applicable.
(19) Report furnished to security holders
Not applicable.
(22) Published report regarding matters submitted to vote of security holders
Not applicable.
(23) Consents of experts and counsel
Not applicable.
(24) Power of attorney
Not applicable.
*(27)Financial Data Schedule
The Financial Data Schedule is included herein as Exhibit 27.
(99) Additional Exhibits
Not applicable.
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* Exhibit filed with this Report