================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K/A (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR SECTION 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 1996 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ Commission File No. 0-9247 Auto-trol Technology Corporation (Exact name of registrant as specified in its charter) Colorado 84-0515221 (State of Incorporation) (IRS Employer Identification Number) ----------------------- 12500 North Washington, Denver, Colorado 80241-2400 (Address of principal executive offices) ----------------------- Area code (303) 452-4919 (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, $.02 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 ninety 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. [_] The aggregate market value of the voting stock held by non-affiliates of the registrant as of December 10, 1996, was $23,197,335 based on the closing sale price on such date. The aggregate number of shares of common stock outstanding on December 10, 1996, was 7,732,445. Document Incorporated by Reference: Proxy Statement and Notice of Annual Meeting of Shareholders to be held on January 28, 1997: Part III - Items 10, 11, 12, and 13. ================================================================================ Part II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS The Company's common stock is traded on the NASDAQ SmallCap Market System under the symbol ATTC. The following table sets forth the range of high and low closing sale prices in the NASDAQ National Market System and the National SmallCap Market System for the common stock for the fiscal quarters indicated, as reported by NASDAQ. (Restated to reflect the one-for-ten reverse stock split effective January 30, 1996.) FISCAL FISCAL 1996 1995 --------------------------------------------------------- High Low High Low ---- --- ---- --- First Quarter $11 2/3 $5 $15 $7 1/2 Second Quarter 6 7/8 3 1/2 15 7 1/2 Third Quarter 8 1 12 1/2 6 1/4 Fourth Quarter 6 1/4 3 12 1/2 6 1/4 As of December 10, 1996, there were 687 holders of record of the Company's common stock. The Company has never paid or declared any dividends on its common stock. The indenture to the Industrial Development Revenue Bonds restricts the payment of dividends to the amount of $2,000,000 minus 100% of the accumulated deficit subsequent to December 31, 1978. 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. AUTO-TROL TECHNOLOGY CORPORATION Date: December 10, 1996 By: /s/HOWARD B. HILLMAN --------------------- Howard B. Hillman, President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Signatures Title Date - ---------- ----- ---- /s/HOWARD B. HILLMAN Chairman of the Board December 10, 1996 - --------------------------- President (Principal Howard B. Hillman Executive Officer) /s/MARY L. SCHWAB Vice President, December 10, 1996 - --------------------------- Treasurer Mary L. Schwab (Principal Financial Officer and Principal Accounting Officer) /s/MAJOR GENERAL WILLIAM R. Director December 10, 1996 USHER,USAF (RET.) - --------------------------- Major General William R. Usher (Ret.)* /s/J. RODERICK HELLER, III Director December 10, 1996 - --------------------------- J. Roderick Heller, III* *Howard B. Hillman is the Attorney in fact for: MAJOR GENERAL WILLIAM R. USHER, USAF (RET.) and - ------------------------------------------------ J. RODERICK HELLER, III - -----------------------