SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A1 Amendment No. 1 (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES - --- EXCHANGE ACT OF 1934 For the quarterly period ended September 28, 1996 OR - --- 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 0-3704 NAI TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) New York 11-1798773 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 1000 Woodbury Road, Woodbury, New York 80503-7602 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (303) 776-5674 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 --- --- As of November 4, 1996, 9,016,937 shares of NAI Technologies, Inc.'s $.10 par value Common Stock were outstanding. Page 2 EXPLANATORY NOTE This Form 10Q/A1 is being filed by NAI Technologies, Inc., a New York corporation (the "Company"), as an amendment to its Quarterly Report on Form 10-Q for the quarterly period ended September 28, 1996 to make certain amendments to Part II -- Item 6(a) thereof to reflect the inclusion of exhibits labeled Exhibit 11 and Exhibit 27. Page 3 Item 6. Exhibits and Reports on Form 8-K - ------ -------------------------------- a) Exhibits 3(i) Restated Certificate of Incorporation of NAI Technologies, Inc. filed with the Secretary of State of the State of New York on August 19, 1991. 3(ii) Certificate of Amendment of the Certificate of Incorporation of NAI Technologies, Inc. filed with the Secretary of State of the State of New York on August 7, 1996. 4(i) Indenture, dated as of July 15, 1996, between NAI Technologies, Inc. and First Trust National Association, as Trustee. 4(ii) Warrant Agreement, dated as of August 26, 1996, between NAI Technologies, Inc. and American Stock Transfer & Trust Company. 10(i) Amendment No. 1 to Employment Agreement, entered into as of August 8, 1996, between NAI Technologies, Inc. and Richard A. Schneider. 10(ii) Settlement Agreement and release, entered into as of August 8, 1996, between NAI Technologies, Inc. and Richard A. Schneider. 10(iii) 1996 Stock Option Plan. 10(iv) 1993 Stock Option Plan for Directors, as amended. 11 Statement re computation of per share earnings. 27 Financial Data Schedule (EDGAR filing only). 99(i) Form of Note Certificate 99(ii) Form of Warrant certificate (b) Reports on Form 8-K None Page 4 S I G N A T U R E S ------------------- 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. NAI TECHNOLOGIES, INC. (Registrant) DATE January 14, 1996 By: \s\ Richard A. Schneider ---------------------- ----------------------------- Richard A. Schneider Executive Vice President (On behalf of the registrant and as Principal Financial Officer)