1 FORM 10-Q/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES - ----- EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1996. 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. 0-13375 LSI Industries Inc. State of Incorporation - Ohio IRS Employer I.D. No. 31-0888951 10000 Alliance Road Cincinnati, Ohio 45242 (513) 793-3200 Indicate by checkmark 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, and (2) has been subject to such filing requirements for the past 90 days. YES __X__ NO _______ Common Shares, no par value. Shares Outstanding at January 30, 1997: 9,014,972. Page 1 2 This Form 10-Q for the period ended December 31, 1996 is being amended to correct some of the data originally filed in the Exhibit 27 Financial Data Schedule. PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS At the Company's Annual Meeting of Shareholders held November 14, 1996, the following actions were taken by shareholders: 4.1 All persons nominated as Class B Directors were elected with the votes for each person being: ------------------------------------------------------------------------------------------------ Shares - Withheld Shares Name Shares For Authority Abstained ------------------------------------------------------------------------------------------------ Allen L. Davis 7,687,369 41,160 n/a ------------------------------------------------------------------------------------------------ James P. Sferra 7,684,434 44,095 n/a ------------------------------------------------------------------------------------------------ Donald E. Whipple 7,684,199 44,330 n/a ------------------------------------------------------------------------------------------------ 4.2 The selection of Arthur Andersen LLP as independent public accountants for fiscal year 1997 was ratified by the following vote: ---------------------------------------------------------------------------------------- Shares For Shares Against Shares Abstained Broker Non-Votes ---------------------------------------------------------------------------------------- 7,699,268 21,301 7,960 n/a ---------------------------------------------------------------------------------------- ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits 11 Statement Re Computation of Earnings Per Share 27 Financial Data Schedule (b) Reports on Form 8-K No reports on Form 8-K have been filed during the quarter for which this Report is filed. [All other items required in Part II have been omitted because they are not applicable or are not required.] Page 2 3 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. LSI Industries Inc. BY: /s/ Robert J. Ready -------------------------------------- Robert J. Ready President and Chief Executive Officer (Principal Executive Officer) BY: /s/ Ronald S. Stowell -------------------------------------- Ronald S. Stowell Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) May 13, 1997 Page 3