8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  August 18, 2011

BOLT TECHNOLOGY CORPORATION

(Exact name of registrant as specified in its charter)

Connecticut	001-12075	06-0773922
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Four Duke Place, Norwalk, Connecticut	06854
(Address of principal executive office)	(Zip Code)
Registrant’s telephone number, including area code	(203) 853-0700

Not applicable

 (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2—Financial Information

Item 2.02.        Results of Operations and Financial Condition.

On August 18, 2011, Bolt Technology Corporation (the “Company”) issued a press release announcing the Company’s results of operations for the fourth quarter and the fiscal year ended June 30, 2011.  A copy of this press release is furnished with this report as Exhibit 99.1 and shall be deemed provided under this Item 2.02 of Form 8-K.

The information in this Item 2.02, including the exhibit attached hereto, is being furnished solely pursuant to Item 2.02 of this Form 8-K.  Consequently, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Section 5—Corporate Governance and Management

Item 5.02         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retirement of Joseph Mayerick, Jr. and Decision Not to Stand for Re-election to the Board

On August 18, 2011, Joseph Mayerick, Jr., Senior Vice President — Marketing, Assistant Secretary and Director of the Company, announced that he has decided to retire from the Company, with an anticipated retirement date of  June 30, 2012.  Mr. Mayerick also announced that he will leave the Board of Directors as of the end of his current term and not stand for re-election at the Company’s 2011 annual meeting of stockholders.

Approval of Cash Bonus Awards and Awards of Restricted Stock

On August 18, 2011, the Executive Compensation and Stock Option Committees of the Board of Directors of the Companyapprovedcash bonus awards and awards of restricted stock under the Bolt Technology Corporation Amended and Restated 2006 Stock Option and Restricted Stock Plan (the “Plan”) in respect of the fiscal year ended June 30, 2011, to the named executive officers identified in the Company’s proxy statement dated October 25, 2010 (the “Named Executive Officers”).  The cash bonus awards and restricted stock grants to the Named Executive Officers were as follows:  Mr. Raymond M. Soto, Chief Executive Officer and President, was awarded a discretionary performance cash bonus of $110,000 and stock bonus of 20,000 shares of restricted stock; Mr. Michael C. Hedger, Executive Vice President, was awarded a performance cash bonus of $248,000 and a discretionary stock bonus of 7,500 shares of restricted stock; Mr. Joseph Espeso, Senior Vice President – Finance and Chief Financial Officer, and Mr. Joseph Mayerick, Jr., Senior Vice President – Marketing, were each awarded a discretionary cash bonus of $25,000 and stock bonus of 4,000 shares of restricted stock; and Mr. William C. Andrews, Vice President—Administration and Compliance, was awarded a discretionary cash bonus of $20,000 and stock bonus of 3,000 shares of restricted stock.  The shares of restricted stock are subject to a risk of forfeiture that is scheduled to lapse, subject to the provisions of the Plan and the applicable award agreement, in five equal annual installments commencing on August 18, 2012, and ending on August 18, 2016; if Mr. Soto retires before the end of such five-year period, the risk of forfeiture with respect to any such restricted stock held by Mr. Soto will lapse on the date of his retirement.

2

Section 9—Financial Statements and Exhibits

Item 9.01.        Financial Statements and Exhibits.

(d)           Exhibits. The following exhibit is furnished pursuant to Item 2.02.

Exhibit No.	Description
99.1	Press Release issued August 18, 2011.

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SIGNATURE

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 hereunto duly authorized.

BOLT TECHNOLOGY CORPORATION
By:	/s/ Raymond M. Soto
	Raymond M. Soto
	(Chairman of the Board, President and
	Chief Executive Officer)

Dated:  August 23, 2011

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Exhibit Index

Exhibit No.	Description
99.1	Press release issued August 18, 2011.

5

EX-99.1

Exhibit 99.1

EARNINGS RELEASE

For Immediate Release

Contact: Raymond M. Soto (203) 853-0700

BOLT TECHNOLOGY REPORTS FOURTH QUARTER AND FISCAL 2011 RESULTS

NORWALK, CT., August 18, 2011 – Bolt Technology Corporation (NASDAQ Global Select Market: BOLT) today announced financial results for the fourth quarter and the fiscal year ended June 30, 2011.

Sales for the fourth quarter of fiscal year 2011, the three months ended June 30, 2011, were $10,819,000 compared to $9,880,000 for the fourth quarter of fiscal year 2010.  Net income for the quarter was $1,386,000 ($0.16 per share) compared to $1,634,000 ($0.19 per share) for the fourth quarter of fiscal year 2010.

For the fiscal year ended June 30, 2011, sales amounted to $38,858,000 compared to $31,485,000 last fiscal year. Net income for the year amounted to $5,527,000 ($0.65 per share) compared to $4,954,000 ($0.58 per share) last year.

Raymond M. Soto, Bolt’s chairman, president and CEO, commented, “I am pleased to report that our sales and net income in fiscal year 2011 increased by 23% and 12%, respectively, over fiscal year 2010.  We have a strong balance sheet at June 30, 2011 including almost $32,000,000 in cash, after completing substantial investing activities during the year, including the acquisition of SeaBotix Inc. and repurchases of our stock. In addition, our Company remains debt free.”

Mr. Soto further commented, “Our marine seismic data acquisition equipment segments operated profitably in the fourth quarter and for fiscal year 2011. Sales and net income for these segments increased by 15% and 21%, respectively, over last year due to improved marine seismic exploration activity. As previously reported, effective January 1, 2011 our Company acquired SeaBotix Inc., a manufacturer and developer of underwater robotic vehicles. SeaBotix reported sales of $2,575,000 and a net loss of $462,000 for the six month period ended June 30, 2011. These results were disappointing, and reflect recent budgetary pressure within local, state and national governmental units that comprise SeaBotix’s major customer groups. SeaBotix’s sales did increase from $895,000 in the third quarter to $1,680,000 in the fourth quarter of fiscal year 2011.”

Mr. Soto continued, “The Company is cautiously optimistic that improved sales and net income for our marine seismic data acquisition equipment segments will continue in fiscal year 2012. This is dependent, however, on sustained global economic growth and minimal long term impact of the Deepwater Horizon incident in the Gulf of Mexico. The Company is also hopeful that the improvement in SeaBotix’s sales in the fourth quarter of fiscal year 2011 will continue into fiscal year 2012. Any such improvement is also dependent on sustained global economic growth, as well as improved budgetary conditions at their major customer groups and acceptance in the marketplace of the new SeaBotix underwater robotic products.”

Bolt Technology Corporation is a leading worldwide developer and manufacturer of marine seismic data acquisition equipment used for offshore oil and natural gas exploration.  Bolt, through its SeaBotix Inc. subsidiary, is also a developer and manufacturer of  remotely-operated robotic vehicles systems used for a variety of underwater tasks. The Company’s operating segments include “Seismic Energy Sources,” “Underwater Cables and Connectors,” “Seismic Energy Source Controllers” and “Underwater Robotic Vehicles.”

Forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  These include statements about anticipated financial performance, future revenues and earnings, business prospects, new products, anticipated energy industry activity, anticipated market performance, planned production and shipping of products, expected cash needs and similar matters.  Investors are cautioned that all forward-looking statements involve risks and uncertainty, including without limitation (i) the risk of technological change relating to the Company’s products and the risk of the Company’s inability to develop new competitive products in a timely manner, (ii) the risk of changes in demand for the Company’s products due to fluctuations in energy industry activity, (iii) the Company’s reliance on certain significant customers, (iv) risks associated with a significant amount of foreign sales, (v) the risk of fluctuations in future operating results, (vi) risks associated with global economic conditions and (vii) other risks detailed in the Company’s filings with the Securities and Exchange Commission.  The Company believes that forward-looking statements made by it are based on reasonable expectations.  However, no assurances can be given that actual results will not differ materially from those contained in such forward-looking statements. The words “estimate,” “project,” “anticipate,” “expect,” “predict,” “believe,”  “may,” “could,” “should” and similar expressions are intended to identify forward-looking statements.

BOLT TECHNOLOGY CORPORATION

Condensed Consolidated Statements of Operations

	Three Months Ended				Fiscal Year Ended
	June 30,				June 30,
	2011		2010		2011		2010
Sales	$	10,819,000	$	9,880,000	$	38,858,000	$	31,485,000
Costs and expenses		8,698,000		7,467,000		30,883,000		24,181,000
Income before income taxes		2,121,000		2,413,000		7,975,000		7,304,000
Provision for income taxes		735,000		779,000		2,448,000		2,350,000
Net Income	$	1,386,000	$	1,634,000	$	5,527,000	$	4,954,000
Earnings per share diluted	$	0.16	$	0.19	$	0.65	$	0.58
Average shares outstanding		8,554,000		8,604,000		8,535,000		8,614,000

BOLT TECHNOLOGY CORPORATION

Condensed Consolidated Balance Sheets

	June 30,
	2011		2010
Assets
Current Assets
Cash and cash equivalents	$	31,683,000	$	39,468,000
Accounts receivable		7,924,000		6,210,000
Inventories		15,374,000		12,390,000
Other		1,320,000		600,000
		56,301,000		58,668,000
Property and equipment		5,061,000		3,957,000
Goodwill		16,926,000		10,957,000
Other intangible assets		8,898,000		992,000
Other		253,000		247,000
	$	87,439,000	$	74,821,000

	June 30,
	2011		2010
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable	$	901,000	$	631,000
Accrued expenses		6,322,000		1,787,000
Income taxes payable		249,000		448,000
		7,472,000		2,866,000
Deferred Income Taxes		2,602,000		-
Total liabilities		10,074,000		2,866,000
Stockholders’ equity		77,365,000		71,955,000
	$	87,439,000	$	74,821,000