1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 2 (Mark One) [X] Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 1997 [ ] Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the transition period from __________________to________________. Commission file no. 0-24308 COHERENT COMMUNICATIONS SYSTEMS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 11-2162982 (State of Incorporation or Other Jurisdiction (I.R.S. Employer Identification No.) of Incorporation of Organization) 44084 Riverside Parkway, Landsdowne Business Center, Leesburg, VA 22075 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number Including Area Code: (703) 729-6400 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 the number of shares outstanding of each of the issuer's classes of common stock, as of August 8, 1997: Class Number of Shares Outstanding Common Stock, Par Value $.01 Per Share 15,272,522 Shares 1 2 COHERENT COMMUNICATIONS SYSTEMS CORPORATION PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 10.1- Value Added Reseller Agreement dated December 31, 1992 between the Company and Nokia Telecommunications Oy, as amended June 13, 1995 and as further amended April 3, 1997* Exhibit 11 - Computation of net income per share (1)(Exhibit 11) Exhibit 27 - Financial Data Schedule share (1)(Exhibit 27) (1) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1997 and incorporated by reference. * Confidential portions of the exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. (b) Reports on Form 8-K None No other applicable items. 2 3 COHERENT COMMUNICATIONS SYSTEMS CORPORATION SIGNATURES 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. COHERENT COMMUNICATIONS SYSTEMS CORPORATION By: /s/ Daniel L. McGinnis ----------------------- Daniel L. McGinnis Chief Executive Officer Date: December 15, 1998 3 4 COHERENT COMMUNICATIONS SYSTEMS CORPORATION EXHIBIT INDEX The following is a list of exhibits required by Item 601 of Regulation S-K filed as part of this Report. Where so indicated by footnote, exhibits which were previously filed are incorporated by reference. For exhibits incorporated by reference, the location of the exhibit in the previous filing is indicated in parentheses. Exhibit 10.1- Value Added Reseller Agreement dated December 31, 1992 between the Company and Nokia Telecommunications Oy, as amended June 13, 1995 and as further amended April 3, 1997 * Exhibit 11 - Computation of net income per share (1)(Exhibit 11) Exhibit 27 - Financial Data Schedule share (1)(Exhibit 27) (1) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1997 and incorporated by reference. * Confidential portions of the exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. 4