- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

----------------

FORM 10-K/A

AMENDMENT NO. 1

(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the year ending December 31, 2000.

[_] 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: 0-21918

----------------

FLIR SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)

Oregon 93-0708501
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

16505 S.W. 72nd Avenue, Portland, Oregon 97224
(Address of principal executive offices)

(503) 684-3731
(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:

Title of each class of Stock

Common Stock, $0.01 par value
Preferred Stock Purchase Rights

----------------

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 ((S)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 amendment to this Form 10-K [_]

As of March 31, 2001, the aggregate market value of the shares of voting
stock of the Registrant held by non-affiliates was $117,550,275.

As of March 31, 2001, there were 14,585,085 shares of the Registrant's
common stock, $0.01, par value, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

None

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

This Amendment amends and restates Items 10, 11, 12 and 13 of Part III and
Item 14 of Part IV of FLIR Systems Inc.'s Annual Report on Form 10-K for the
year ended December 31, 2000. The complete text of each Item as amended and
restated is set forth below.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Name Age Position
---- --- --------

Earl R. Lewis........... 57 Chairman of the Board of Directors, President
and Chief Executive Officer
Arne Almerfors.......... 55 Executive Vice President and President
Thermography Business
Stephen M. Bailey....... 53 Senior Vice President, Finance and Chief
Financial Officer
James A. Fitzhenry...... 45 Senior Vice President, General Counsel and
Secretary
Daniel Manitakos........ 43 Senior Vice President, Boston Operations
William A. Sundermeier.. 37 Senior Vice President, Portland Operations
Andrew C. Teich......... 40 Senior Vice President, Sales
John C. Hart............ 67 Director
Angus L. Macdonald...... 44 Director
W. Allen Reed........... 54 Director
Ronald L. Turner........ 54 Director
Steven E. Wynne......... 48 Director

Earl R. Lewis. Mr. Lewis has served as Chairman, President and Chief
Executive Officer of the Company since November 1, 2000. He was initially
elected to the Board in June 1999 in connection with the acquisition of Spectra
Physics AB by Thermo Instrument Systems Inc. Mr. Lewis was formerly President
and Chief Executive Officer of Thermo Instrument Systems, Inc. and Chief
Operating Officer, Measurement and Detection, of Thermo Electron Corporation,
the parent company of Thermo Instrument Systems. Mr. Lewis is also a director
of SpectRx Inc., IGI, Harvard BioScience, Inc. and SPLI. Mr. Lewis holds a B.S.
from Clarkson College of Technology and has attended postgraduate programs at
the University of Buffalo, Northeastern University and Harvard University.

Arne Almerfors. Mr. Almerfors joined FLIR in December 1997 in connection
with FLIR's acquisition of AGEMA, and currently serves as Executive Vice
President and President of the Thermography business. From 1995 to 1997, Mr.
Almerfors was President and Chief Executive Officer of AGEMA Infrared Systems
AB. He also served as President and Chief Executive Officer of CE Johansson AB,
a manufacturer of coordinate measuring devices, from 1989 to 1995. Mr.
Almerfors received his B.S., MBA, Masters in Political Science and
certification for post-graduate courses in corporate finance and accounting
from the University of Stockholm.

Stephen M. Bailey. Mr. Bailey joined FLIR in April 2000 as Senior Vice
President, Finance and Chief Financial Officer. Since 1989, Mr. Bailey has
served as Vice President and Chief Financial Officer of Bauce Communications,
Inc., President of Pro Golf of Portland, Inc., and Chief Financial Officer and
Chief Operating Officer of Desk2Web Technologies, Inc. From 1975 to 1988, Mr.
Bailey served in various senior executive positions with Amfac, Inc., including
Senior Vice President and Controller of Amfac Foods, Inc., President of Amfact
Supply Company and as Senior Vice President and Controller of Amfac, Inc. A
CPA, Mr. Bailey also worked at Touche Ross & Company (which subsequently became
Deloitte & Touche) from 1970 to 1975. Mr. Bailey received his B.S. from Oregon
State University.

James A. Fitzhenry. Mr. Fitzhenry joined FLIR in 1993 as Corporate Counsel
and Director of Administration, and was appointed Senior Vice President for
Corporate Operations, General Counsel and

Secretary in 1995. From 1990 to 1993, Mr. Fitzhenry served in the White House
under President George W. Bush as Assistant Director of the Office of Policy
Development and Associate Director of the Office of Cabinet Affairs.
Previously, he served as legal counsel and legislative director to U.S. Senator
Mark O. Hatfield (R-Ore.), Deputy State Treasurer for the State of Oregon and
practiced law in Portland, Oregon. Mr. Fitzhenry received his B.A. from the
University of Oregon and his J.D. and MBA degrees from Willamette University.

Daniel Manitakos. Mr. Manitakos joined FLIR in March 1999 as Vice President,
Boston Operations and was appointed to Senior Vice President and General
Manager, Boston Operations in September 2000. Mr. Manitakos served as Vice
President, Operations at Inframetrics, Inc. prior to its acquisition by FLIR in
March 1999. Mr. Manitakos served in various engineering and operations
capacities since joining Inframetrics in 1989. He received his B.S. in
Mechanical Engineering from the University of Massachusetts, an M.S. in
Mechanical Engineering from Northeastern University and an MBA from Suffolk
University. Mr. Manitakos is also a Registered Professional Engineer in
Massachusetts.

William A. Sundermeier. Mr. Sundermeier joined FLIR in 1994 as Product
Marketing Manager and was appointed Director of Product Marketing in 1995. In
1999, Mr. Sundermeier was appointed Senior Vice President for Product Strategy.
In September 2000, Mr. Sundermeier was appointed Senior Vice President and
General Manager, Portland Operations. Prior to joining FLIR, Mr. Sundermeier
was a founder of Quality Check Software, Inc. (QCS) in 1993. From 1985 to 1993,
Mr. Sundermeier served as Product Line Manager at Cadre Technologies, Inc. Mr.
Sundermeier also served as Software/Hardware Engineer at Tektronix, Inc. from
1980 to 1985. Mr. Sundermeier received his B.S. in Computer Science from Oregon
State University.

Andrew C. Teich. Mr. Teich joined FLIR in March 1999 as Senior Vice
President of Marketing. From 1996, Mr. Teich served as Vice President of Sales
and Marketing at Inframetrics, Inc. prior to its acquisition by FLIR in March
1999. From 1984 to 1996, Mr. Teich served in the capacities of Sales Engineer,
Western Regional Sales Manager, International Sales Manager and Vice President
of Sales at Inframetrics. He holds an A.S. degree in Industrial Design from the
University of Bridgeport and received his B.S. in Marketing from Arizona State
University.

John C. Hart. Mr. Hart has served as a Director of the Company since
February 1987 and as Chairman of the Board of Directors from 1987 to April
1993. From 1982 until his retirement in 1993, Mr. Hart served as Vice President
of Finance, Treasurer, Chief Financial Officer and a member of the Board of
Directors of Louisiana-Pacific Corporation. Mr. Hart also served as interim
President and Chief Executive Officer of the Company from May through November
2000.

Angus L. Macdonald. Mr. Macdonald was elected to the Board of Directors in
April 2001 for a term to expire at the Company's 2001 Annual Meeting of
Shareholders, at which time his election to the Board for a 1-year term will be
voted upon. Mr. Macdonald is currently President of Life Sciences Consultants,
Inc., an advisory firm to growth companies regarding capital formation,
corporate development and strategy. From 1996 to 2000, he was Senior Vice
President of Lehman Brothers, Inc. Prior to joining Lehman Brothers, Mr.
Macdonald was senior analyst at Fahnestock, Inc., President of Macdonald &
Associates, principal of DWQ, Ltd, President of AGR Corporation, Director of
Business Development for Bethesda Research Laboratories, Inc. and a management
consultant with Robert S. First, Inc. He holds a B.A. from the University of
Pennsylvania and an MBA from Cranfield University, UK.

W. Allen Reed. Mr. Reed has served as a Director of the Company since April
1992 and his current term on the Board of Directors expires in 2001. Mr. Reed
is President and Chief Executive Officer of General Motors Investment
Management Corporation. From 1991 to 1994, Mr. Reed was Vice President and
Treasurer of GM Hughes Electronics Corporation and Hughes Aircraft Company
("Hughes"). From 1984 to 1991, Mr. Reed was President of the Hughes Investment
Management Company, a wholly owned subsidiary of Hughes. Prior to joining
Hughes, Mr. Reed was Vice President and Portfolio Manager for Allen &
Associates Investment Management Company. Mr. Reed serves on the Boards of
Directors of iShares, Inc., Temple-Inland

Industries, General Motors Acceptance Corporation and GMAC Insurance Holdings.
Mr. Reed also serves as Chairman of the Investment Advisory Committee for the
Howard Hughes Medical Institute.

Ronald L. Turner. Mr. Turner was elected to the Board of Directors in 1993.
Mr. Turner was appointed Chairman, President and Chief Executive Officer of
Ceridian Corporation in May 2000. He served as President and Chief Executive
Officer since January 2000, President and Chief Operating Officer since 1998
and Executive Vice President, Operations since 1997. From 1993 to 1997, Mr.
Turner served as President and Chief Executive Officer of Computing Devices
International, an aerospace company, which was a division of Ceridian
Corporation. From 1987 to 1993, Mr. Turner was President and Chief Executive
Officer of GEC-Marconi Electronic Systems Corporation, a defense electronics
company. Prior to 1987, Mr. Turner worked for Martin Marietta Corporation for
14 years in a variety of executive positions. Mr. Turner serves on the Board of
Directors of Ceridian Corporation, BTG, Inc. and the Government Electronics and
Information Technology Association. He is also Vice Chairman of the Electronics
Industries Alliance, serves on its Executive Committee and Board of Governors
and is a member of the Business Roundtable. He is also a past President and a
member of the Board of Governors of the Massachusetts Institute of Technology
Society of Sloan Fellows.

Steven E. Wynne. Mr. Wynne was elected to the Board of Directors in November
1999. Mr. Wynne is currently a private investor and corporate advisor. Mr.
Wynne was formerly Chairman and Chief Executive Officer of eteamz.com, an on-
line community serving amateur athletics from June 2000 until its sale to
Active.com in September 2000. From March 1995 to March 2000, Mr. Wynne has
served as President and Chief Executive Officer of adidas America, Inc. Prior
to that time, he was a partner in the law firm of Ater Wynne LLP. Mr. Wynne
received an undergraduate degree and a J.D. from Willamette University. Mr.
Wynne also serves on the Board of Directors of Planar Systems, Inc.

Section 16 Reports

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934
Act") requires the Company's directors and officers, and persons who own more
than 10% of a registered class of the Company's equity securities, to file
initial reports of ownership and reports of changes in ownership with the SEC.
Such persons also are required to furnish the Company with copies of all
Section 16(a) reports they file.

Based solely on its review of the copies of such reports received by it with
respect to fiscal 2000, or written representations from certain reporting
persons, the Company believes that all filing requirements applicable to its
directors, officers and persons who own more than 10% of a registered class of
the Company's equity securities have been complied with for fiscal 2000, except
for one Form 4 report for Mr. Sundermeier which was filed late.

ITEM 11. EXECUTIVE COMPENSATION

The following table provides information concerning the compensation of the
Company's Chief Executive Officer and each of the four other most highly
compensated executive officers of the Company (the "named executive officers")
for the fiscal years ending December 31, 2000, 1999 and 1998 or such periods as
the named executive officer was an officer of the Company.

Long-Term Compensation
-----------------------------
Long-term
Annual Compensation Restricted Stock Incentive
Name and Principal --------------------- Stock Options Plan All
Position Year Salary Bonus Awards(1) Granted Payouts(2) Other(3)
------------------ ---- -------- ------- ---------- ------- ---------- --------

Earl R. Lewis (4)....... 2000 $ 50,000 $ -- $139,262 256,000 $ -- $ --
Chairman of the Board
of Directors, President
and Chief Executive
Officer

John C. Hart (5)........ 2000 110,000 -- -- 6,000 -- --
Director, Former
President and Chief
Executive Officer

J. Kenneth Stringer III
(6).................... 2000 174,906 -- -- 1,000 -- 138,797
Former President, 1999 276,000 -- -- 30,000 82,192 5,000
Former Chief Executive 1998 225,726 180,000 -- 25,000 240,049 5,000
Officer, Former
Director

Andrew C. Teich(7)...... 2000 213,642 22,000 -- 31,000 -- 9,005
Sr. Vice President, 1999 182,144 -- -- -- -- 8,000
Sales

William A. Sundermeier.. 2000 194,850 22,000 -- 31,000 -- 5,250
Sr. Vice President, 1999 149,092 -- -- 15,000 -- 5,000
Portland Operations 1998 113,012 -- -- 5,000 -- 4,551

Arne Almerfors.......... 2000 148,622 26,748 -- 36,000 -- 40,334
Executive Vice 1999 144,305 -- -- 12,000 -- 45,122
President and President 1998 132,813 70,513 -- -- -- 44,744
Thermography

James A. Fitzhenry...... 2000 182,089 22,000 -- 25,000 5,250
Sr. Vice President, 1999 170,689 -- -- 12,000 54,794 5,000
General Counsel and 1998 159,579 55,000 -- 12,000 80,016 5,000
Secretary

Robert P. Daltry........ 2000 266,156 -- -- 1,000 -- 110,984
Former Chairman of the 1999 256,406 -- -- 30,000 -- 5,000
Board of Directors 1998 271,202 230,000 -- 30,000 320,065 5,000

- --------
(1) This amount represents the value of shares of restricted stock awarded to
Mr. Lewis based on the market price of the Company's common stock on the
date of award, including 8,332 shares of restricted stock awarded to Mr.
Lewis as compensation for consulting services for the period August 15,
2000 through October 31, 2000, and 13,333 shares of restricted stock
awarded to Mr. Lewis in lieu of a cash bonus for 2000. All such shares of
restricted stock vest upon the earlier to occur of the date (i) that the
Company's total debt is less than $60 million, or (ii) Mr. Lewis ceases to
be an employee of the Company.

(2) The amounts set forth under Long-term Incentive Plan Payouts represent the
dollar value of shares of restricted stock that were earned in 1998 and
1999 based upon achievement of specified performance goals. The value of
these shares was calculated based upon the closing price of the Common
Stock on October 7, 1998 and October 21, 1999, respectively.

(3) The amounts set forth under All Other Compensation represent matching
amounts contributed on behalf of the named executive officers to retirement
plans. All Other Compensation for Messrs. Stringer and Daltry in 2000
includes amounts paid for accumulated vacation of $133,655 and $108,172,
respectively, and amounts contributed to retirement plans of $5,142 and
$2,812, respectively.

(4) Mr. Lewis has served as Chief Executive Officer since November 2000.

(5) Mr. Hart served as Chief Executive Officer from May 2000 until November
2000.

(6) Mr. Stringer served as Chief Executive Officer from January 2000 until May
2000. Mr. Stringer's employment with the Company terminated on August 2,
2000.

(7) Mr. Teich joined the Company in March 1999.

Stock Options

The following table sets forth information concerning options granted to the
named executive officers during the year ended December 31, 2000 under the
Company's stock options plans:

Potential Realizable
Percent of Value at Assumed
Number of Total Annual Rates of Stock
Securities Options Price Appreciation
Underlying Granted to Exercise for Option Term(1)
Options Employees Price Expiration ---------------------
Name Granted In 2000 Per Share Date 5% 10%
---- ---------- ---------- --------- ---------- ---------- ----------

Earl R. Lewis........... 6,000(2) 0.4% $6.75 8/15/10 $ 25,470 $ 64,547
250,000(3) 18.3% $7.50 11/1/10 1,179,177 2,988,267

John C. Hart............ 6,000(2) 0.4% $6.75 8/15/10 25,470 64,547

J. Kenneth Stringer
III.................... 1,000(4) 0.1% $7.50 4/17/10(5) -- --

Andrew C. Teich......... 1,000(4) 0.1% $7.50 4/17/10 4,717 11,953
30,000(6) 2.2% $6.16 9/21/10 116,150 294,347

William A. Sundermeier.. 1,000(4) 0.1% $7.50 4/17/10 4,717 11,953
30,000(6) 2.2% $6.16 9/21/10 116,150 294,347

Arne Almerfors.......... 36,000(6) 2.6% $6.16 9/21/10 139,380 353,216

James A Fitzhenry....... 1,000(4) 0.1% $7.50 4/17/10 4,717 11,953
24,000(6) 1.8% $6.16 9/21/10 92,920 235,478

Robert P. Daltry........ 1,000(4) 0.1% $7.50 4/17/10 4,717 11,953

- --------
(1) The amounts shown are hypothetical gains based on the indicated assumed
rates of appreciation of the Common Stock compounded annually for a ten-
year period. Actual gains, if any, on stock option exercises are dependent
on the future performance of the Common Stock and overall stock market
conditions. There can be no assurance that the Common Stock will appreciate
at any particular rate or at all in future years.

(2) These options became fully exercisable on the date of grant.

(3) These options become exercisable beginning on the first anniversary of the
date of grant, with one-half of the options becoming exercisable at that
time and the other one-half becoming exercisable on the second anniversary
of the date of the grant.

(4) These options became fully exercisable on January 1, 2001.

(5) Mr. Stringer's options expired in November 2000.

(6) These options become exercisable beginning on January 1, 2001 with one-
third of the options becoming exercisable at that time and an additional
one-third of the options becoming exercisable on the first and second
anniversaries of the date of grant, respectively.

Options Exercised in Last Fiscal Year and Fiscal Year End Option Values

The following table sets forth, for each of the named executive officers,
the shares acquired during 2000 and the related value realized, and the number
and value of unexercised options as of December 31, 2000.

Options Exercised Number of Securities Value of Unexercised
in Last Fiscal Underlying Unexercised In-the-Money Options
Year(1) Options at December 31, 2000 At December 31, 2000(2)
------------------ -------------------------------- -------------------------
Number of Value
Shares Realized Exercisable Unexercisable Exercisable Unexercisable
--------- -------- -------------- --------------- ----------- -------------

Earl R. Lewis........... -- $ -- 6,000 250,000 $ -- $--

John C. Hart............ -- -- 42,000 -- -- --

J. Kenneth Stringer
III.................... 15,850 4,359 -- -- -- --

Andrew C. Teich......... 22,050 308,568 16,000 30,000 -- --

William A. Sundermeier.. -- -- 25,335 31,665 -- --

Arne Almerfors.......... -- -- 31,000 32,000 -- --

James A. Fitzhenry...... -- -- 31,666 28,000 -- --

Robert P. Daltry........ -- -- 180,000 30,000 16,900 --

- --------
(1) The value realized is based on the difference between the market price at
the time of exercise of the options and the applicable exercise price.

(2) The value of unexercised in-the-money options is based on the difference
between $5.56, which was the closing price of the Common Stock on December
31, 2000, and the applicable exercise price.

Employment, Change of Control and Separation Agreements

John C. Hart. The Company entered into an agreement with Mr. Hart effective
as of June 20, 2000 pursuant to which Mr. Hart agreed to serve as interim
President and Chief Executive Officer. The agreement provided for the payment
to Mr. Hart of $20,000 per month during his tenure as President and Chief
Executive Officer, which extended from May 17, 2000 through October 31, 2000.
Pursuant to this agreement, Mr. Hart also received an option to purchase 6,000
shares of the Company's common stock in lieu of the annual stock option grant
he would have received as a non-employee director.

Earl R. Lewis. The Company entered into an Employment Agreement (the
"Agreement") with Mr. Lewis effective November 1, 2000 pursuant to which Mr.
Lewis is employed by the Company as President and Chief Executive Officer. The
Agreement is for a term ending January 1, 2003, and provides for a minimum
annual base salary of $300,000 and annual bonus eligibility of up to 100
percent of base salary. Pursuant to the Agreement, Mr. Lewis was granted
options to purchase 250,000 shares of the Company's common stock. If Mr. Lewis
terminates the Agreement or the Company terminates the Agreement for "Cause"
(as defined in the Agreement), Mr. Lewis would be paid through the date of
termination. If the Company terminates the Agreement without Cause, the Company
would be required to continue to pay Mr. Lewis an amount equal to his base
salary in effect at the time of termination for a period equal to the greater
of 18 months or the remaining term of the Agreement plus certain bonus
payments. In the event that the Agreement terminates as a result of the death
of Mr. Lewis, the Company would be required to pay an amount equal to one
year's base salary to Mr. Lewis' estate or designated beneficiary. The
Agreement also provides that Mr. Lewis will be entitled to all benefits made
available to other executive officers and provides for the payment of certain
housing, relocation, automobile and travel expenses incurred by Mr. Lewis.

Robert P. Daltry. The Company entered into a Separation Agreement and
Release (the "Separation Agreement") with Robert P. Daltry in connection with
the termination of his employment effective July 31, 2000. Pursuant to the
Separation Agreement, Mr. Daltry has agreed to make himself available to
provide consultation to the Company as needed no less than 25 hours per week
during the two-year period following

the date of the Separation Agreement (the "Severance Period"). As part of the
Separation Agreement, the Company agreed to pay Mr. Daltry a severance payment
in the amount of $700,906 payable in installments over the Severance Period.
After the expiration of the Severance Period, the Company has agreed to pay
Mr. Daltry an annual fee of $125,000 per year until the earlier of March 3,
2024 or Mr. Daltry's death, and Mr. Daltry has agreed to make himself available
to provide consultation to the Company during such period. The Separation
Agreement also provides that the Company will pay the out-of-pocket costs of
obtaining medical, disability and life insurance coverage at the same level as
Mr. Daltry was receiving at the time his employment was terminated for the rest
of his life. The Separation Agreement also provides that Mr. Daltry's stock
options will continue to vest during the Severance Period, that the Company
will pay Mr. Daltry's moving expenses from Maryland to Oregon and that the
Company will continue to pay during the Severance Period certain automobile
expenses and membership fees incurred by Mr. Daltry. The Separation Agreement
also includes certain nonsolicitation and noncompetition provisions that
preclude Mr. Daltry from engaging or participating in any business activity in
competition with the Company until the earlier of March 3, 2024 or Mr. Daltry's
death. The Separation Agreement also includes a release of all claims that Mr.
Daltry may have against the Company, including claims under the Employment
Agreement described below.

Other Executive Officers. The Company has entered into employment agreements
(the "Employment Agreements") with certain of its executive officers, including
Arne Almerfors and James A. Fitzhenry. Messrs Daltry and Stringer were also
parties to an Employment Agreement. Each of the Employment Agreements is for a
term ending December 31, 2001, provided that if a Change of Control (as
defined) occurs before December 31, 2001, the Employment Agreements will
continue in effect until two years after the Change in Control. If the
executive officer resigns voluntarily or is properly terminated for Cause (as
defined) all pay and benefits under the Employment Agreement will cease as of
the effective date of the termination or resignation. In the event of the death
of an executive officer, the designated beneficiary of the executive officer
would receive a lump sum payment equal to twelve months base salary at the then
current rate. With respect to Messrs. Daltry and Stringer, in the event that
the employment of such executive officer is terminated by the Company without
cause, such executive officer would be entitled to receive a lump sum payment
in an amount equal to two year's base salary plus bonuses earned through the
date of termination. For a period of two years following the Change of Control,
each executive officer would have the right to terminate his employment for
Good Reason (as defined), and to receive upon such termination a lump sum
payment in an amount equal to two times (three times in the case of Messrs.
Daltry and Stringer) their average annualized compensation during the five year
period preceding the Change of Control. In addition, the executive officers
would be entitled to the continuation of health and insurance benefits for
certain periods. For purposes of the Employment Agreements, a "Change of
Control" includes (i) any merger or consolidation transaction that results in
the shareholders of the Company immediately before such transaction owning less
than 50 percent of the total combined voting power of the surviving corporation
in the transaction, (ii) the acquisition by any person of 20 percent or more of
the Company's total combined voting power, (iii) the liquidation of the Company
of the sale of substantially all of its assets, and (iv) a change in the
composition of the Board of Directors during any 24 month period such that the
directors in office at the beginning of the period and/or their successors who
were elected by or on the recommendation of the directors in office at the
beginning of the period do not constitute at least a 70 percent majority of
the Board. In connection with the Company's acquisition of AGEMA Infrared
Systems AB, the Employment Agreements were amended to provide that the
consummation of that transaction would not constitute a Change of Control for
purposes of the Employment Agreements. This amendment to the Employment
Agreements will terminate and become null and void upon the acquisition by
Spectra-Physics AB and/or its affiliates of any shares of Common Stock if at
the time of such acquisition Spectra and its affiliates would beneficially own
more than 45 percent of the issued and outstanding shares of Common Stock. In
connection with the acquisition by an affiliate of Thermo Electron Corporation
of substantially all of the outstanding capital stock of Spectra, the
Employment Agreements were amended to provide that the consummation of that
transaction would not constitute a Change of Control for purposes of the
Employment Agreements. This amendment to the Employment Agreements will
terminate and become null and void if (i) Thermo Electron Corporation acquires
any shares of Common Stock in excess of those shares held by Spectra, or (ii)
asserts any right to representation on the Board of Directors. For purposes of
the Employment

Agreements, "Cause" means the failure to satisfactorily perform the duties
assigned to the executive officer within a certain period after notice of such
failure is given and commission of certain illegal or wrongful acts.

Director Compensation

The members of the Company's Board of Directors were not compensated for
their service on the Board in 2000, but were reimbursed for out-of-pocket and
travel expenses incurred in attending Board meetings. Under the Company's 1993
Stock Option Plan for Nonemployee Directors, as amended, an option to purchase
6,000 shares of Common Stock is automatically granted to each nonemployee
director each year on the day of the Annual Meeting. Effective January 1, 2001,
the Board approved a compensation plan for Directors that, in addition to the
granting of stock options described above, provides for payment of a $3,000
quarterly retainer for all nonemployee directors, a $1,000 quarterly retainer
for nonemployee Directors who serve as Chairman of the Audit and Compensation
Committees of the Board, an attendance fee of $1,000 for personal attendance
($500 for participation by phone) at each regularly scheduled meeting of the
full Board and an attendance fee of $500 for personal attendance ($200 for
participation by phone) of each meeting of the Audit or Compensation
Committees.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee during the fiscal year ended
December 31, 2000, were Messrs. Hart and Turner. Mr. Hart served as President
and Chief Executive Officer of the Company from May 2000 until November 2000.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information known to the Company with
respect to the beneficial ownership of the Company's Common Stock as of March
31, 2001 by: (i) each person known by the Company to beneficially own more than
5% of the outstanding shares of Common Stock, (ii) each of the Company's
directors, (iii) each of the Company's named executive officers, and (iv) all
directors and executive officers as a group. Except as otherwise indicated, the
Company believes that each of the following shareholders has sole voting and
investment power with respect to the shares beneficially owned by such
shareholder.

Shares of
Common Stock Percent
Beneficially Common Stock
Name and Address of Beneficial Owner Owned(1) Outstanding
------------------------------------ ------------ ------------

Thermo Electron Corporation(2)...................... 4,162,000 28.5%
81 Wyman Street
Waltham, MA 02454

Franklin Resources, Inc.(3)......................... 1,144,100 7.8%
777 Mariners Island Blvd.
San Mateo, CA 94404

Advent International Corporation(4)................. 848,324 5.8%
75 State Street
Boston, MA 02109

Earl R. Lewis....................................... 48,332 *

John C. Hart........................................ 47,000 *

Angus L. Macdonald.................................. -- --

W. Allen Reed....................................... 47,000 *

Ronald L. Turner.................................... 45,000 *

Steven E. Wynne..................................... 6,000 *

J. Kenneth Stringer III............................. 68,355 *

Andrew C. Teich..................................... 76,220 *

William A. Sundermeier.............................. 34,907 *

Arne Almerfors...................................... 44,120 *

James A. Fitzhenry.................................. 56,175 *

Robert P. Daltry.................................... 310,800 2.1%

Directors and Executive Officers as a group (14
persons)(5)........................................ 858,005 5.9%

- --------
* Less than one percent (1%).

(1) Applicable percentage of ownership is based on 14,585,085 shares of FLIR
Common Stock outstanding as of March 31, 2001. Beneficial ownership is
determined in accordance with rules of the SEC, and includes voting power
and investment power with respect to shares. Shares issuable upon the
exercise of outstanding stock options that are currently exercisable or
become exercisable within 60 days from March 31, 2001 are considered
outstanding for the purpose of calculating the percentage of Common Stock
owned by such person, but not for the purpose of calculating the percentage
of Common Stock owned by any other person. The number of shares that are
issuable upon the exercise of options that are currently exercisable or
exercisable within 60 days of March 31, 2001 is as follows: Mr. Lewis--
6,000; Mr. Hart--42,000; Mr. Reed--45,000; Mr. Turner--45,000; Mr. Wynne--
6,000; Mr. Teich--21,000; Mr. Sundermeier--32,001; Mr. Almerfors--35,000;
Mr. Fitzhenry--39,666; Mr. Daltry--166,000; and all directors and executive
officers as a group--472,501.

(2) This information as to beneficial ownership is based on a Schedule 13D
filed by Thermo Electron Corporation with the Securities and Exchange
Commission on August 16, 1999. The Schedule 13D states

that (i) Thermo Electron Corporation is the beneficial owner of 4,162,000
shares of Common Stock as to which it has sole voting and dispositive
power, and (ii) the 4,162,000 shares of Common Stock as to which beneficial
ownership is reported are held by Spectra-Physics AB, which is a majority-
owned subsidiary of Thermo Instrument Systems, Inc., a majority-owned
publicly traded subsidiary of Thermo Electron Corporation.

(3) This information as to beneficial ownership is based on a Schedule 13G/A
filed by Franklin Resources, Inc. with the Securities and Exchange
Commission on January 31, 2001. The Schedule 13G states that Franklin
Resources and its affiliates are the beneficial owners of 1,144,100 shares
of Common Stock as to which certain affiliates of Franklin Resources have
sole voting and dispositive power.

(4) This information as to beneficial ownership is based on a Schedule 13G/A
filed with the Securities and Exchange Commission on February 14, 2001 by
Global Private Equity II Limited Partnership, Advent Direct Investment
Program Limited Partnership, Advent Israel Limited Partnership, Advent
Israel (Bermuda) Limited Partnership, EnviroTech Investment Fund I Limited
Partnership (together the "Advent Partnerships"), Advent International
Corporation ("AIC") and Advent International Limited Partnership ("AILP").
The Schedule 13G/A states that AIC is the General Partner of AILP which in
turn is the General Partner of each of the Advent Partnerships and, as
such, that AIC has sole voting and sole dispositive power with respect to
the 848,324 shares of Common Stock as to which beneficial ownership is
reported.

(5) Does not include the 4,162,000 shares of Common Stock held by
Spectra/Thermo Electron, as to which all directors and executive officers
disclaim beneficial ownership.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES

(a)(1) Financial Statements

The financial statements are included in Item 8 of the Annual Report on
Form 10-K filed on April 2, 2001.

(a)(2) Financial Statement Schedules

The following schedule was filed as part of the Annual Report on Form
10-K filed on April 2, 2001:

Schedule II--Valuation and Qualifying Accounts

Report of Independent Accountants on Financial Statement Schedule

No other schedules are included because the required information is
inapplicable, not required or are presented in the financial statements or the
related notes thereto.

(a)(3) Exhibits

Number Description
------ -----------

2.1 Merger Agreement dated as of March 19, 1999 by and among FLIR
Systems, Inc., Inframetrics, Inc., Irabu Acquisition Corporation and
the shareholders of Inframetrics, Inc. (incorporated by reference to
Current Report on Form 8-K filed on April 14, 1999).

3.1 Second Restated Articles of Incorporation of the FLIR Systems, Inc.
(incorporated by reference to Exhibit 3.1 to Registration Statement
on Form S-1 (File No. 33-62582)).

3.2 First Amendment to Second Restated Articles of Incorporation of FLIR
Systems, Inc. (incorporated by reference to Exhibit 1.1 to
Registration Statement on Form 8-A filed on June 11, 1999).

3.3 First Restated Bylaws of the FLIR Systems, Inc. (incorporated by
reference to Exhibit 3.2 to Registration Statement on Form S-1 (File
No. 33-62582)).

4.1 Rights Agreement dated as of June 2, 1999 (incorporated by reference
to Exhibit 1.1 to the Registration Statement on Form 8-A filed on
June 11, 1999).

10.1 Form of Indemnity Agreement between the FLIR Systems, Inc. and each
member of its Board of Directors (incorporated by reference to
Exhibit 10.1 to Registration Statement on Form S-1 (File No. 33-
62582)).(1)

10.2 1984 Incentive Stock Option Plan and Amendments (incorporated by
reference to Exhibit 10.2 to Registration Statement on Form S-1
(File No. 33-62582)).(1)

10.3 1992 Stock Incentive Plan (incorporated by reference to Exhibit 10.3
to Registration Statement on Form S-1 (File No. 33-62582)).(1)

10.4 1993 Stock Option Plan for Non-employee Directors (incorporated by
reference to Exhibit 10.4 to Registration Statement on Form S-1
(File No. 33-62582)).(1)

10.5 Lease Dated February 11, 1985, as amended, by and among the FLIR
Systems, Inc. and Pacific Realty Association, L.P. (incorporated by
reference to Exhibit 10.6 to Registration Statement on Form S-1
(File No. 33-62582)).

10.6 Combination Agreement, Dated October 6, 1997, Among FLIR Systems,
Inc., Spectra-Physics AB, Spectra-Physics Holding S.A., Spectra-
Physics Holdings GmbH, Spectra-Physics Holdings PLC, and Pharos
Holdings, Inc. (incorporated by reference to Exhibit 2.0 to Current
Report on Form 8-K filed on October 24, 1997).

10.7 Form of Executive Employment Agreement dated as of May 5, 1997 (James
A. Fitzhenry) (incorporated by reference to Exhibit 10.2 to Current
Report on Form 8-K filed on October 24, 1997).(1)

10.8 Form of Agreement amending Executive Employment Agreement dated as of
December 1, 1997 for James A. Fitzhenry (incorporated by reference
to Exhibit 10.1 to Current Report on Form 8-K filed on December 15,
1997).(1)

10.9 Form of Agreement amending Executive Employment Agreement dated as of
January 20, 1999 amending Executive Employment Agreement of James A.
Fitzhenry and Arne Almerfors (incorporated by reference to Exhibit
10.2 to Quarterly Report on Form 10-Q filed on August 16, 1999).(1)

10.10 Registration Rights Agreement dated as of December 1, 1997 by and
among FLIR Systems, Inc., Spectra-Physics AB, Spectra-Physics
Holdings PLC and Pharos Holdings (incorporated by reference to
Exhibit 10.2 to Current Report on Form 8-K filed on December 15,
1997).

10.11 Contract for the Supply of Uncooled Imaging Modules, dated January
15, 1997 (incorporated by reference to Exhibit 10.1 to Form 10-Q/A
filed May 28, 1998).(2)

Number Description
------ -----------

10.12 Contract for the Supply of Uncooled Imaging Modules, dated March 4,
1998 (incorporated by reference to Exhibit 10.1 to Form 10-Q/A filed
May 28, 1998).(2)

10.13 Inframetrics, Inc. Shareholders Agreement dated as of March 19, 1999
by and among FLIR, Inframetrics and the shareholders of Inframetrics
(incorporated by reference to Exhibit 10.1 to Current Report on Form
8-K filed on April 14, 1999).

10.14 Amendment to Inframetrics, Inc. Shareholders Agreement dated as of
October 27, 1999 by and among FLIR, Inframetrics, and the former
shareholders of Inframetrics (incorporated by reference to Exhibits
to Registration Statement on Form S-1 (File No. 333-90717)).

10.15 FLIR Systems, Inc. 1999 Employee Stock Purchase Plan (incorporated by
reference to Exhibit A to the Company's Proxy Statement dated April
30, 1999).(1)

10.16 Contract for the Supply of Uncooled Imaging Modules, dated August 8,
1999 (incorporated by reference to Exhibit 10.1 to Form 10-Q/A filed
December 2, 1999).(2)

10.17 Form of Credit Agreement among FLIR Systems, Inc. and Bank of America
N.A. and certain other financial institutions dated as of December
16, 1999 (incorporated by reference to Exhibits to Registration
Statement on Form S-1 (File No. 333-90717)).

10.18 Form of Pledge Agreement dated as of December 16, 1999 by FLIR
Systems, Inc. in favor of Bank of America N.A. as Agent
(incorporated by reference to Exhibits to Registration Statement on
Form S-1 (File No. 333-90717)).

10.19 Form of Security Agreement dated as of December 16, 1999 between FLIR
Systems, Inc. and Bank of America N.A. as Agent (incorporated by
reference to Exhibits to Registration Statement on Form S-1 (File
No. 333-90717)).

10.20 Amendment to Credit Agreement among FLIR Systems, Inc. and Bank of
America N.A. and certain other financial institutions dated as of
January 23, 2001.(3)

10.21 Amendment to Security Agreement dated as of January 23, 2001 between
FLIR Systems, Inc. and Bank of America N.A. as Agent.(3)

10.22 Executive Employment Agreement dated as of November 1, 2000 between
FLIR Systems, Inc. and Earl R. Lewis.(1)(3)

10.23 Separation Agreement and Release by and between FLIR Systems, Inc.
and Robert P. Daltry.

21.0 Subsidiaries of FLIR Systems, Inc.(3)

23.0 Consent of Arthur Andersen LLP.

23.1 Consent of PricewaterhouseCoopers LLP.

23.2 Consent of Ernst & Young, LLP.

- --------
(1) This exhibit constitutes a management contract or compensatory plan or
arrangement.

(2) Portions of this Exhibit have been omitted pursuant to a request for
confidential treatment under 17 C.F.R. (s) 240.24b 2.

(3) Filed with and incorporated by reference to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 2000, filed on April
2, 2001.

(b) During the quarter ended December 31, 2000, the Company filed the
following reports on Form 8-K:

1. The Company filed a current report on Form 8-K, dated November 16,
2000, reporting under Item 5 and 7 its financial results for the
quarter ended September 30, 2000.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly authorized on the 30th
day of April 2001.

FLIR SYSTEMS, INC.
(Registrant)

/s/ Stephen M. Bailey
By: _________________________________
Stephen M. Bailey
Sr. Vice President, Finance and
Chief Financial Officer (Principal
Accounting and Financial Officer
and Duly Authorized Officer)