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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1
(MARK ONE)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO ____________.
COMMISSION FILE NUMBER 000-26227
LITRONIC INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 33-0757190
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
17861 CARTWRIGHT ROAD, IRVINE, CALIFORNIA 92614
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE): (949) 851-1085
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK
(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 or
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 in response
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. [ ]
The aggregate market value of the registrant's voting stock held by
nonaffiliates was approximately $68,718,197 on March 15, 2000, based upon the
closing sale price of such stock on March 15, 2000.
Number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date:
As of March 15, 2000:
Common Stock: 9,741,986 Shares
DOCUMENTS INCORPORATED BY REFERENCE. List hereunder the following
documents if incorporated by reference, and the part of the Form 10-K (e.g.,
Part I, Part II, etc.) into which the document is incorporated: (1) any annual
report to security holders; (2) any proxy or information statement; and (3) any
prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933:
None.
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Explanatory Note
The sole purpose of this Amendment No. 1 on Form 10-K/A is to provide
additional and revised disclosure concerning Item 5, Market for Registrant's
Common Equity and Related Stockholder Matters.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our Common Stock is listed on the Nasdaq National Market under the
symbol "LTNX." The following table sets forth, for the quarters indicated, the
high and low closing sale prices per share of the Common Stock as reported on
the Nasdaq National Market. The prices shown represent quotations by dealers,
without retail markup, markdown or commissions and may not reflect actual
transactions.
On March 15, 2000, the last reported sale price for our Common Stock on
the NASDAQ National Market was $19.0625. As of March 15, 2000, the approximate
number of holders of record of the Common Stock was 34. The Company has not paid
dividends and does not anticipate declaring dividends on its Common Stock in the
foreseeable future.
High and low closing sale prices for the last three quarters are as
follows:
HIGH LOW
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Fiscal quarter ended June 30, 1999........... $11.13 $6.56
Fiscal quarter ended September 30, 1999...... $11.44 $4.16
Fiscal quarter ended December 31, 1999....... $ 9.88 $4.00
Sales of Registered Securities and Use of Proceeds. During June 1999,
the Company completed its initial public offering (the "Offering") of 3,700,000
shares of its common stock. The Offering date was June 9, 1999. The Offering was
closed on June 14, 1999. Litronic Inc.'s stock is publicly traded on the NASDAQ
National Market under the symbol "LTNX."
The lead underwriters in the offering were Bluestone Capital Partners,
L.P. and Pacific Crest Securities Inc. The shares of common stock sold in the
Offering were registered under the Securities Act of 1933, as amended, on a
Registration Statement on Form S-1 (the "Registration Statement") (File No.
333-72151) which was declared effective by the SEC on June 9, 1999.
A total of 3,700,000 shares of common stock were sold by the Company
under the Registration Statement for an aggregate amount of $40,700,000 (based
upon the offering price of $11.00 per share), before deduction of underwriting
discounts, commissions and other expenses.
After deducting underwriting discounts and commissions of $3.8 million
and expenses of $1.6 million in connection with the Offering, the Company
received net proceeds from the Offering of $35.3 million. To date, the Company
has used these proceeds for direct or indirect payments to others as follows:
(i) $16.7 million for reduction of debt and vendor settlements; (ii) $5.1
million for sales and marketing; (iii) $2.1 million for product development; and
(iv) $6.7 million for working capital and general corporate purposes.
Recent Issuances of Unregistered Securities. As of June 15, 1999, the
Company issued options to purchase an aggregate of 98,000 shares to 32 employees
pursuant to offers made prior to the Offering and in accordance with the
Company's 1999 Stock Option Plan. The issuance of these options to purchase the
Company's common stock was consummated in reliance upon Section 701(b)(2) of the
Securities Act of 1933, as amended. In accordance with Section 701(b)(2) of the
Securities Act of 1933, as amended, the 1999 Stock Option Plan is a written
compensatory benefit plan established by the Registrant and all persons granted
such options were: (i) at the time issued, employees, directors, general
partners, trustees, officers, or consultants and advisors of the Registrant, or
their family members who subsequently acquired such securities from such persons
through gift or domestic relations orders; and (ii) offered such options prior
to the date upon which Registrant became subject to reporting under Sections 13
or 15(d) of the Exchange Act of 1934. The options were issued on June 15, 1999
at an exercise price equal to the closing price of the day prior to the date of
issuance ($8.75). All of these options vest in five equal installments over a
five year period commencing on the date of issuance. These options must be
exercised no later than ten years from the date of issuance.
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On December 1, 1999, the Company issued options to purchase 17,500
shares to one employee. The issuance of these options to purchase the Company's
common stock was consummated in reliance upon the exemption provided by Section
4(2) of the Securities Act of 1933, as amended, for transactions not involving a
public offering. The options were issued at an exercise price equal to the
closing price of the day prior to the date of issuance ($9.75). All of these
options vest in five equal installments over a five year period commencing on
the date of issuance. These options must be exercised no later than ten years
from the date of issuance.
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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.
LITRONIC INC.
By: /s/ Roy Luna
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Roy Luna
Chief Financial Officer
Dated: September 29, 2000
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