SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 10-K/A [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. For the transition period from to ------------------------ ------------------------ Commission file number 0-27316 Molecular Devices Corporation (Exact name of Registrant as specified in its charter) Delaware 94-2914362 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 1311 Orleans Drive Sunnyvale, California 94089 (Address of principal executive offices, including zip code) (408) 747-1700 (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: Name of Exchange on which Title of Each Class Registered - ------------------------------------ ------------------------------ Common Stock, $.001 Par Value NASDAQ National Market 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 [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss.229.405 of this chapter) 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. [x] The aggregate market value of the voting stock held by non-affiliates of the Registrant as of March 15, 1998, based upon the last sale price reported for such date on the NASDAQ National Market, was $177,955,444 The number of outstanding shares of the Registrant's Common Stock as of March 15, 1998 was 9,366,076. DOCUMENTS INCORPORATED BY REFERENCE Specified portions of the Proxy Statement for Registrant's 1998 Annual Meeting of Stockholders (the "Proxy Statement") are incorporated by reference into Part III of this Form 10-K Report. AMENDMENT NO. 1 The undersigned registrant hereby amends its Annual Report on Form 10-K for the fiscal year ended December 31, 1997, to include Restated Financial Data Schedules for the following periods as a result of its adoption of Statement of Financial Accounting Standards No. 128, Earnings Per Share: - Year Ended December 31, 1996 - Year Ended December 31, 1995 Accordingly, the undersigned hereby amends the following items, financial statements, exhibits or other reports of its Annual Report on Form 10-K for the year ended December 31, 1997, as set forth in the index on the following page. 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 on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized on June 5, 1998. MOLECULAR DEVICES CORPORATION By: Andrew H. Galligan ---------------------------------------------- Andrew H. Galligan Vice President Finance and Chief Financial Officer (Principal Financial and Accounting Officer) INDEX OF EXHIBITS FILED WITH FORM 10-K/A FOR THE YEAR ENDED DECEMBER 31, 1997 Exhibit No. Description - ----------- ------------ 27.1 Restated Financial Data Schedule - year ended December 31, 1996. 27.2 Restated Financial Data Schedule - year ended December 31, 1995.