10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2008

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: 001-12075

BOLT TECHNOLOGY CORPORATION

(Exact name of registrant as specified in its charter)

Connecticut	06-0773922
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Four Duke Place, Norwalk, Connecticut	06854
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (203) 853-0700

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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨	Accelerated filer  x
Non-accelerated filer    ¨  (Do not check if a smaller reporting company)	Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).    Yes  ¨    No  x

At November 3, 2008, there were 8,636,093 shares of Common Stock, without par value, outstanding.

BOLT TECHNOLOGY CORPORATION

INDEX

		Page Number
Part I - Financial Information:
Item 1.	Financial Statements
	Consolidated Statements of Income (Unaudited) - Three months ended September 30, 2008 and 2007	3
	Consolidated Balance Sheets - September 30, 2008 (Unaudited) and June 30, 2008	4
	Consolidated Statements of Cash Flows (Unaudited) - Three months ended September 30, 2008 and 2007	5
	Notes to Consolidated Financial Statements (Unaudited)	6-15
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16-22
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	22
Item 4.	Controls and Procedures	22
Part II - Other Information:
Item 6.	Exhibits	23-24
Signatures		25
Exhibit Index		26-27

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PART I – FINANCIAL INFORMATION

Item 1 – Financial Statements

BOLT TECHNOLOGY CORPORATION AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

	Three Months Ended September 30,
	2008			2007
Sales	$	11,263,000		$	14,336,000
Costs and Expenses:
Cost of sales		5,729,000			7,701,000
Research and development		63,000			69,000
Selling, general and administrative		2,153,000			1,861,000
Interest income		(83,000	)		(58,000	)
		7,862,000			9,573,000
Income from continuing operations before income taxes		3,401,000			4,763,000
Provision for income taxes		1,121,000			1,468,000
Income from continuing operations		2,280,000			3,295,000
Income from discontinued operations, net of taxes		—			160,000
Net income	$	2,280,000		$	3,455,000
Earnings per share:
Earnings per share – basic
Income from continuing operations	$	0.27		$	0.38
Income from discontinued operations, net of taxes		—			0.02
Net income	$	0.27		$	0.40
Earnings per share – diluted
Income from continuing operations	$	0.27		$	0.38
Income from discontinued operations, net of taxes		—			0.02
Net income	$	0.27		$	0.40
Average number of common shares outstanding:
Basic		8,581,343			8,581,598
Diluted		8,596,215			8,582,265

See Notes to Consolidated Financial Statements (Unaudited).

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BOLT TECHNOLOGY CORPORATION AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	September 30, 2008 (unaudited)		June 30, 2008
ASSETS
Current Assets:
Cash and cash equivalents	$	20,337,000	$	19,137,000
Accounts receivable, net		9,772,000		11,067,000
Inventories, net		16,255,000		14,879,000
Deferred income taxes		215,000		190,000
Other		214,000		252,000
Total current assets		46,793,000		45,525,000
Property, Plant and Equipment, net		4,424,000		4,331,000
Goodwill, net		10,330,000		10,330,000
Other Intangible Assets, net		1,412,000		1,472,000
Other Assets		220,000		209,000
Total assets	$	63,179,000	$	61,867,000
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	2,126,000	$	2,479,000
Accrued expenses		2,004,000		3,045,000
Income taxes payable		1,153,000		826,000
Total current liabilities		5,283,000		6,350,000
Stockholders’ Equity:
Common stock		28,696,000		28,597,000
Retained earnings		29,200,000		26,920,000
Total stockholders’ equity		57,896,000		55,517,000
Total liabilities and stockholders’ equity	$	63,179,000	$	61,867,000

See Notes to Consolidated Financial Statements (Unaudited).

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BOLT TECHNOLOGY CORPORATION AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended September 30,
	2008			2007
Cash Flows From Operating Activities:
Net income	$	2,280,000		$	3,455,000
Less: Income from discontinued operations, net of taxes		—			(160,000	)
Income from continuing operations		2,280,000			3,295,000
Adjustments to reconcile income from continuing operations to cash provided by operating activities:
Depreciation		127,000			93,000
Amortization		60,000			—
Deferred income taxes		(36,000	)		(8,000	)
Stock based compensation expense		99,000			33,000
Change in operating assets and liabilities, net of RTS acquisition effect:
Accounts receivable		1,295,000			(1,217,000	)
Inventories		(1,376,000	)		(699,000	)
Other assets		38,000			104,000
Accounts payable		(353,000	)		(314,000	)
Accrued expenses		(1,041,000	)		(1,012,000	)
Income taxes payable		327,000			1,452,000
Net cash provided by continuing operations		1,420,000			1,727,000
Net cash provided by discontinued operations		—			200,000
Net cash provided by operating activities		1,420,000			1,927,000
Cash Flows From Investing Activities:
Purchase of RTS, net of cash received		—			(4,468,000	)
Purchase of property, plant and equipment, continuing operations		(220,000	)		(637,000	)
Net cash used by investing activities		(220,000	)		(5,105,000	)
Cash Flows From Financing Activities:
Tax benefits on stock options exercised		—			46,000
Net cash provided by financing activities		—			46,000
Net increase (decrease) in cash		1,200,000			(3,132,000	)
Cash and cash equivalents at beginning of period		19,137,000			9,988,000
Cash and cash equivalents at end of period	$	20,337,000		$	6,856,000
Supplemental disclosure of cash flow information:
Cash transactions:
Income taxes paid	$	830,000		$	14,000

See Notes to Consolidated Financial Statements (Unaudited).

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BOLT TECHNOLOGY CORPORATION AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1 – Basis of Presentation

The Consolidated Balance Sheet as of September 30, 2008, the Consolidated Statements of Income for the three month periods ended September 30, 2008 and 2007 and the Consolidated Statements of Cash Flows for the three month periods ended September 30, 2008 and 2007 are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of such financial statements have been included. Such adjustments consisted only of normal, recurring items. Interim results are not necessarily indicative of results for a full year. These Consolidated Financial Statements (Unaudited) should be read in conjunction with the Consolidated Financial Statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2008.

On May 31, 2008, substantially all of the assets of Custom Products Corporation (“Custom”), a wholly owned subsidiary of Bolt, were sold. Custom, a developer, manufacturer and seller of miniature industrial clutches and brakes and seller of sub-fractional horsepower electrical motors, formerly comprised the Company’s “industrial products” segment. Custom was the only operating unit in the industrial products segment; therefore, due to the sale of Custom, the Company now operates only in the oilfield services equipment business (formerly referred to as the “geophysical equipment” segment). In the Consolidated Financial Statements (Unaudited), amounts relating to Custom have been reported as discontinued operations for the three months ended September 30, 2007. See Note 4 to Consolidated Financial Statements (Unaudited) for additional information concerning discontinued operations.

On November 20, 2007, the Company’s Board of Directors approved a 3-for-2 stock split. The additional shares resulting from the stock split were distributed on January 30, 2008 to shareholders of record on January 16, 2008. Share and per share amounts reflected throughout the Consolidated Financial Statements (Unaudited) and notes thereto reflect the stock split.

Note 2 – Description of Business and Significant Accounting Policies

The Company consists of three operating units: Bolt Technology Corporation (“Bolt”), A-G Geophysical Products, Inc. (“A-G”) and Real Time Systems Inc. (“RTS”), which was acquired on July 1, 2007 (see Note 3 to Consolidated Financial Statements (Unaudited)). Bolt, A-G and RTS are in the oilfield services equipment business. Bolt develops, manufactures and sells marine seismic energy sources (air guns) and replacement parts; A-G develops, manufactures and sells underwater cables, connectors, hydrophones and seismic source monitoring systems; and RTS develops, manufacturers and sells air gun controllers/synchronizers, data loggers and auxiliary equipment.

Principles of Consolidation:

The Consolidated Financial Statements (Unaudited) include the accounts of Bolt Technology Corporation and its subsidiary companies. All significant intercompany balances and transactions have been eliminated.

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Cash and Cash Equivalents:

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Allowance for Uncollectible Accounts:

The allowance for uncollectible accounts is established through a provision for bad debts charged to expense. Accounts receivable are charged against the allowance for uncollectible accounts when the Company believes that collectibility of the principal is unlikely. The allowance is an amount that the Company believes will be adequate to absorb estimated losses on existing accounts receivable balances based on the evaluation of their collectibility and prior bad debt experience. This evaluation also takes into consideration such factors as changes in the nature and volume of the accounts receivable, overall quality of accounts receivable, review of specific problem accounts receivable, and current economic and industry conditions that may affect customers’ ability to pay. While the Company uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic and industry conditions or any other factors considered in the Company’s evaluation.

Inventories:

Inventories are valued at the lower of cost or market, with cost principally determined on an average cost method that approximates the first-in, first-out method. The Company maintains an inventory valuation reserve to provide for slow moving and obsolete inventory. Amounts are charged to the reserve when the Company scraps or disposes of inventory. See Note 8 to Consolidated Financial Statements (Unaudited) for additional information concerning inventories.

Property, Plant and Equipment:

Property, plant and equipment are stated at cost. Depreciation for financial accounting purposes is computed using the straight-line method over the estimated useful lives of 40 years for buildings, over the shorter of the term of the lease or the estimated useful life for leasehold improvements, and 5 to 10 years for machinery and equipment. Major improvements which add to the productive capacity or extend the life of an asset are capitalized, while repairs and maintenance are charged to expense as incurred. See Note 9 to Consolidated Financial Statements (Unaudited) for additional information concerning property, plant and equipment.

Goodwill and Other Long-Lived Assets:

Goodwill represents the unamortized excess cost over the value of net assets acquired in business combinations. As required by SFAS No. 142, “Goodwill and Other Intangible Assets,” the Company tests goodwill for impairment annually or more frequently if impairment indicators arise. Step one of the goodwill impairment test is to compare the “fair value” of the reporting unit with its “carrying amount.” The fair value of a reporting unit is the amount that a willing party would pay to buy or sell the unit other than in a forced liquidation sale. The carrying amount of a reporting unit is total assets, including goodwill, minus total liabilities. If the fair value of a reporting unit is greater than the carrying amount, the Company considers goodwill not to be impaired. If the fair value is below the carrying amount, the Company would proceed to the

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next step, which is to measure the impairment loss. Any such impairment loss would be recognized in the Company’s results of operations in the period in which the impairment loss arose. Goodwill was tested for impairment as of June 30, 2008 and 2007, and the tests indicated no impairment.

The Company’s approach to determining the fair value of the A-G and RTS reporting units was based on two different valuation methods: (a) a capitalized cash flow method which relies on historical financial performance, an estimate of the long-term growth rate in free cash flows and a determination of the weighted average cost of capital of each reporting unit and (b) a market price method that gives consideration to the prices paid for publicly traded stocks.

The estimated fair values of the A-G and RTS reporting units were determined utilizing each of the above methods, and the valuation methods were analyzed as indicators of value. Based on the foregoing, the Company determined that there was no impairment as of June 30, 2008 and 2007.

The Company reviewed goodwill at September 30, 2008, and such review did not indicate impairment.

The Company’s other long-lived assets consist of property, plant and equipment, other intangible assets and other non-current assets. The Company reviews for the impairment of these assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount is considered impaired when anticipated undiscounted cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. The Company’s reviews as of September 30, 2008 and June 30, 2008 did not result in any indicators of impairment.

See Notes 3, 5 and 6 to Consolidated Financial Statements (Unaudited) for additional information concerning goodwill and other intangible assets.

Revenue Recognition and Warranty Costs:

The Company recognizes sales revenue when it is realized and earned. The Company’s reported sales revenue is based on meeting the following criteria: (1) manufacturing products based on customer specifications; (2) delivering product to the customer before the close of the reporting period, whereby delivery results in the transfer of ownership risk to the customer; (3) establishing a set sales price with the customer; (4) collecting the sales revenue from the customer is reasonably assured; and (5) no contingencies exist.

Warranty costs and product returns incurred by the Company have not been significant.

Income Taxes:

The provision for income taxes is determined under the liability method. Deferred tax assets and liabilities are recognized based on differences between the book and tax bases of assets and liabilities using currently enacted tax rates. The provision for income taxes is the sum of the amount of income tax paid or payable for the period determined by applying the provisions of enacted tax laws to the taxable income for that period and the net change during the period in the Company’s deferred tax assets and liabilities. See Note 7 to Consolidated Financial Statements (Unaudited) for additional information concerning the provision for income taxes and deferred tax accounts.

Use of Estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of

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assets and liabilities and disclosure of contingent assets and liabilities at the date of financial statements, and the reported amounts of revenues and expenses during the reporting period. The most critical estimates made by the Company are those relating to inventory valuation reserves, goodwill impairment and the realization of deferred tax assets. Actual results could differ from those estimates.

Computation of Earnings Per Share:

Basic earnings per share is computed by dividing net income by the average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the average number of common shares outstanding including common share equivalents (which includes stock option grants and restricted stock awards) assuming dilution. The following is a reconciliation of basic earnings per share to diluted earnings per share for the three month periods ended September 30, 2008 and 2007:

	Three Months Ended September 30,
	2008		2007
Income from continuing operations	$	2,280,000	$	3,295,000
Discontinued operations		—		160,000
Net income	$	2,280,000	$	3,455,000
Divided by:
Weighted average common shares		8,581,343		8,581,598
Weighted average common share equivalents		14,872		667
Total weighted average common shares and common share equivalents		8,596,215		8,582,265
Earnings per share – basic:
Income from continuing operations	$	0.27	$	0.38
Discontinued operations, net of income taxes		—		0.02
Net income	$	0.27	$	0.40
Earnings per share – diluted:
Income from continuing operations	$	0.27	$	0.38
Discontinued operations, net of income taxes		—		0.02
Net income	$	0.27	$	0.40

For the three month period ended September 30, 2008, the calculations do not include options to acquire 54,750 shares since the inclusion of these shares would have been anti-dilutive. For the three month period ended September 30, 2007, all options to acquire shares were dilutive and therefore were included in the calculations.

Note 3 – Real Time Systems Inc. Acquisition

In July 2007, the Company acquired substantially all of the net assets of Real Time Systems Inc. (“RTS”) for $5,379,000 including cash paid at closing of $4,532,000, acquisition costs of $87,000 and $760,000 due as of June 30, 2008 under an “earnout agreement.” RTS develops, manufactures and sells air gun controllers and synchronizers for seismic energy sources (air guns). RTS products are designed to control and synchronize up to 96 air guns in a single seismic exploration vessel. Effective July 1, 2007, the operations of RTS were included in the Company’s Consolidated Financial Statements.

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The earnout agreement provides that additional payments are due if RTS’s net sales in each of fiscal years 2008 and 2009 are in excess of $2,000,000. Such payments are calculated at 33% of net sales, in each year, in excess of $2,000,000 but less than $2,500,000, and 20% of net sales, in each year, in excess of $2,500,000. Amounts earned under the earnout agreement are added to goodwill. No amount was earned under the earnout agreement for the three months ended September 30, 2008.

The purchase price allocation, including the earnout amount earned for the fiscal year ended June 30, 2008, is as follows:

Net current assets, including cash of $147,000	$	925,000
Property and equipment		91,000
Goodwill		2,651,000
Other intangible assets		1,712,000
	$	5,379,000

See Notes 5 and 6 to Consolidated Financial Statements (Unaudited) for additional information concerning RTS goodwill and other intangible assets, respectively.

Note 4 – Discontinued Operations

Effective May 31, 2008, the Company sold substantially all of the assets of its wholly-owned subsidiary, Custom Products Corporation (“Custom”), for $5,250,000, subject to adjustments for certain liabilities. Custom, a developer, manufacturer and seller of miniature industrial clutches and brakes and seller of sub-fractional horsepower electrical motors, formerly comprised the Company’s industrial products segment. Net cash proceeds were $5,078,000 after expenses associated with the disposition ($88,000) and adjustments for liabilities. The Company recorded a pre-tax gain of $473,000 ($285,000 net of tax) relating to this transaction.

The following amounts relating to Custom’s operations have been reported as discontinued operations in the Consolidated Statements of Income (Unaudited) for the three month period ended September 30, 2007:

Net sales	$	925,000
Income from discontinued operations before income taxes	$	258,000
Income taxes		98,000
Income from discontinued operations	$	160,000

See Note 2 to the Consolidated Financial Statements (Unaudited) for information regarding earnings per share, including earnings per share data relating to income from discontinued operations, net of taxes.

The Consolidated Statement of Cash Flows (Unaudited) for the three month period ended September 30, 2007 reflects discontinued operations.

Note 5 – Goodwill

The Company’s goodwill carrying amounts relate solely to the acquisitions of A-G in fiscal year 1999 and RTS in fiscal year 2008, which are two SFAS No. 142 reporting units. Bolt, the parent of A-G and RTS, is a third reporting unit and has no goodwill.

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The composition of the net goodwill balance at September 30, 2008 and June 30, 2008 is as follows:

A-G	$	7,679,000
RTS		2,651,000
	$	10,330,000

Goodwill represents approximately 16% of the Company’s total assets at September 30, 2008 and thus the evaluation of goodwill impairment is a significant estimate by management. Even if management’s estimate were incorrect, it would not result in a cash outlay because the goodwill amounts arose out of acquisition accounting.

See Notes 2 and 3 to Consolidated Financial Statements (Unaudited) for additional information concerning goodwill.

Note 6 – Other Intangible Assets

Other intangible assets at September 30, 2008 in the gross amount of $1,712,000 represent the intangible assets acquired in the purchase of RTS. The major portion of these assets ($1,487,000) is being amortized using the straight-line method over a period of six to nine and one-half years. Amortization cost recorded in the three month period ended September 30, 2008 amounted to $60,000. Other intangible asset amortization over the next five years is estimated to be $240,000 per year ($60,000 per quarter).

See Note 3 to Consolidated Financial Statements (Unaudited) for additional information concerning RTS intangible assets.

Note 7 – Income Taxes

Income tax expense consists of the following for the three month periods ended September 30:

	2008			2007
Current:
Federal	$	1,149,000		$	1,469,000
State		8,000			5,000
Deferred:
Federal		(36,000	)		(6,000	)
State		—			—
Income tax expense	$	1,121,000		$	1,468,000

Effective July 1, 2007, the Company adopted FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes.” Adoption of FIN 48 requires the Company to review all open tax years in all tax jurisdictions to determine if there are any uncertain income tax positions that require recognition in the Company’s financial statements, including any penalties and interest, based on the “more-likely-than-not” criterion. Based on its review, the Company has concluded that there were no significant income tax positions that would require the providing of additional income taxes or the recognition of any tax benefit in the Company’s financial statements at September 30, 2008. There were no unallocated tax reserves at September 30, 2008. The Company’s policy is to record any interest and penalties as a component of income tax expense. The Company’s federal income tax returns for fiscal years prior to 2005 are no longer subject to examination by the Internal Revenue Service.

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Note 8 – Inventories

Inventories consist of the following:

	September 30, 2008			June 30, 2008
Raw materials and sub-assemblies	$	15,324,000		$	13,849,000
Work-in-process		1,364,000			1,436,000
		16,688,000			15,285,000
Less - Reserve for inventory valuation		(433,000	)		(406,000	)
	$	16,255,000		$	14,879,000

A significant source of the Company’s revenue arises from the sale of replacement parts required by customers who have previously purchased products. As a result, the Company maintains a large quantity of parts on hand that may not be sold or used in final assemblies for an extended period of time. In order to recognize that certain inventory may become obsolete or that the Company may have supplies in excess of reasonably supportable sales forecasts, an inventory valuation reserve has been established. The inventory valuation reserve is a significant estimate made by management. Actual results may differ from this estimate, and the difference could be material.

Management establishes the inventory valuation reserve by reviewing the inventory for items that should be reserved in full based on a lack of usage for a specified period of time and for which future demand is not forecasted and establishes an additional reserve for slow moving inventory based on varying percentages of the cost of the items. The reserve for inventory valuation at September 30, 2008 and June 30, 2008 was $433,000 and $406,000, respectively. At September 30, 2008 and June 30, 2008, approximately $1,347,000 and $1,247,000, respectively, of the raw materials and sub-assemblies inventory were considered slow moving and subject to a reserve provision equal to all or a portion of the cost, less an estimate for scrap value. In certain instances, this inventory has been unsold for more than five years from date of manufacture or purchase, and in other instances the Company has more than a five-year supply of inventory on hand based on recent sales volume. At September 30, 2008, the cost of inventory for which the Company has more than a five-year supply on hand and the cost of inventory for which the Company has had no sales during the last five years amounted to approximately $780,000. Management believes that this inventory is properly valued and appropriately reserved. Even if management’s estimate were incorrect, that would not result in a cash outlay since the cash required to manufacture or purchase the older inventory was expended in prior years.

The inventory valuation reserve is adjusted at the close of each accounting period, as necessary, based on management’s estimate of the valuation reserve required. This estimate is calculated on a consistent basis as determined by the Company’s inventory valuation policy. Increases to the inventory valuation reserve result in a charge to cost of sales, and decreases to the reserve result in a credit to cost of sales. The inventory valuation reserve is also decreased when items are scrapped or disposed of. During the three month period ended September 30, 2008, the inventory valuation reserve was increased by $27,000, and the Company did not scrap or dispose of any items.

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Note 9 – Property, Plant and Equipment

Property, plant and equipment consist of the following:

	September 30, 2008			June 30, 2008
Land	$	253,000		$	253,000
Buildings		1,120,000			1,114,000
Leasehold improvements		587,000			495,000
Machinery and equipment		8,965,000			8,843,000
		10,925,000			10,705,000
Less - accumulated depreciation		(6,501,000	)		(6,374,000	)
	$	4,424,000		$	4,331,000

Note 10 – Stock Options and Restricted Stock

Effective July 1, 2005, the Company adopted SFAS 123 (Revised 2004), “Share Based Payment” (“SFAS 123 (R)”). Accordingly, the Company recognizes compensation costs for all share-based payments granted subsequent to July 1, 2005, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123 (R).

The Company receives a tax deduction for certain stock option exercises when the options are exercised, generally for the excess of the fair market value over the exercise price of the option. In accordance with SFAS 123 (R), tax benefits from the exercise of stock options are reported as financing cash flows in the Consolidated Statements of Cash Flows (Unaudited).

All share amounts in the following paragraphs and table have been adjusted to reflect the 3-for-2 stock split paid on January 30, 2008 to shareholders of record on January 16, 2008.

The Bolt Technology Corporation Amended and Restated 2006 Stock Option and Restricted Stock Plan (the “Plan”) was approved by the Company’s stockholders at the November 20, 2007 Annual Meeting of Stockholders. The Plan amends and restates the Bolt Technology Corporation 2006 Stock Option Plan. The Plan provides that of the 750,000 shares of Common Stock that may be used for awards under the Plan, up to 225,000 shares of Common Stock may be used for restricted stock awards. Options granted to employees can become vested over, and can be exercisable for, a period of up to ten years. The Plan also provides that each non-employee director is granted options to purchase 7,500 shares of Common Stock on the date of his or her election to the Board of Directors. Each such option granted to a non-employee director has an option term of five years from the date of grant and is exercisable with respect to 25% of the shares covered under the option in each of the second through fifth years of its term. Under the terms of the Plan, no options can be granted subsequent to June 30, 2016.

The aggregate compensation expense for stock options, using the Black-Scholes option-pricing model, for outstanding grants under the Plan was $1,169,000 as of the option grant dates. This expense, which is a non-cash item, is being recognized in the Company’s financial statements over the four-year vesting period. During the three month period ended September 30, 2008, $59,000 of stock option compensation expense was recognized. Unrecognized compensation expense for stock options at September 30, 2008 amounted to $897,000 and is expected to be recognized over the next five years.

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A summary of changes in stock options during the three month period ended September 30, 2008 is as follows:

	Shares	Weighted Average Exercise Price		Weighted Average Fair Value at Grant Date	Weighted Average Contractual Life
Options outstanding at June 30, 2008	108,000	$	19.74	—	4.1 years
Granted	—		—	—	—
Exercised	—		—	—	—
Cancelled	—		—	—	—
Options outstanding at September 30, 2008	108,000	$	19.74	—	3.8 years

The aggregate intrinsic value (market price at September 30, 2008 less the weighted average exercise price) of outstanding stock options at September 30, 2008 was zero because the market price was lower than the weighted average exercise price. The expiration dates for the outstanding options at September 30, 2008 are: 37,500 shares in November 2011, 24,000 shares in April 2012, 7,500 shares in November 2012, 15,750 shares in January 2013 and 23,250 shares in June 2013. Options outstanding at September 30, 2008, of which 15,375 shares were exercisable, consisted of 47,145 non-qualified and 60,855 qualified stock options.

The fair value of shares vested during the three month period ended September 30, 2008 was zero because no shares vested during that period. The intrinsic value of options exercised during the three month period ended September 30, 2008 was zero because no shares were exercised during that period. The weighted average exercise price of exercisable shares as of September 30, 2008 was $18.35; the aggregate intrinsic value of exercisable shares at September 30, 2008 was zero because the market price was lower than the weighted average exercise price; and the weighted average remaining contractual life of exercisable shares at September 30, 2008 was 3.3 years.

In January 2008 and August 2008, 36,750 and 18,000 shares of restricted stock were granted, respectively. These shares vest over a five year period and the cost to recipients is zero. As of September 30, 2008, these were the only restricted shares granted under the Plan. The aggregate compensation cost for restricted stock was $1,024,000 as of the grant dates. This expense, which is a non-cash item, is being recognized in the Company’s financial statements over the five-year vesting period. During the three month period ended September 30, 2008, $40,000 of restricted stock compensation expense was recognized. Unrecognized compensation expense for restricted stock at September 30, 2008 amounted to $927,000.

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Note 11 – Stockholders’ Equity

Changes in issued Common Stock and Stockholders’ Equity for the three month period ended September 30, 2008 was as follows:

	Common Stock			Retained Earnings		Total
	Shares	Amount
Balance June 30, 2008	8,618,093	$	28,597,000	$	26,920,000	$	55,517,000
Restricted stock grants	18,000		—		—		—
Stock based compensation expense	—		99,000		—		99,000
Income from continuing operations	—		—		2,280,000		2,280,000
Balance September 30, 2008	8,636,093	$	28,696,000	$	29,200,000	$	57,896,000

Note 12 – Credit Line

In May 2007, the Company entered into a $4,000,000 unsecured revolving credit facility with a bank to support general corporate purposes. The facility expires on May 31, 2010, and the Company has an option to extend the maturity date for one year periods. Borrowings bear interest based on LIBOR plus 1%. The unpaid principal is repayable on the earlier of an event of default or May 31, 2010, subject to extension. In addition, a commitment fee of 0.25% per year is payable based on the unused amount of the facility. The agreement requires, among other things, that the Company maintain certain financial covenants. The Company has not borrowed any funds under this facility.

Note 13 – Contingencies

From time to time, the Company is a party to routine litigation and proceedings that are considered part of the ordinary course of its business. The Company is not aware of any material current or pending litigation.

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Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following management’s discussion and analysis should be read together with the Consolidated Financial Statements (Unaudited) and accompanying notes and other detailed information appearing elsewhere in this Form 10-Q. This discussion and certain other information in this Form 10-Q includes forward-looking statements, including statements about the demand for our products and future results. Please refer to the “Cautionary Statement for Purposes of Forward-Looking Statements” below.

In this Quarterly Report on Form 10-Q, we refer to Bolt Technology Corporation and its subsidiaries as “we, “our,” “us,” “the registrant” or “the Company,” unless the context clearly indicates otherwise.

Cautionary Statement for Purposes of Forward-Looking Statements

Forward-looking statements in this Form 10-Q, future filings by the Company with the Securities and Exchange Commission, the Company’s press releases and oral statements by authorized officers of the Company are intended to be subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These include statements about anticipated financial performance, future revenues or 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 and (vi) 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” and similar expressions are intended to identify forward-looking statements.

Overview

Sales of the Company’s products are generally related to the level of worldwide oil and gas exploration activity, which is highly dependent on oil and gas prices, and with regard to new air gun sales, the number of additional seismic exploration vessels put into service. New seismic exploration vessels typically result in large sales of new air guns. In certain periods, several vessels may be placed in service and in other periods none may be placed in service resulting in an “uneven” sales pattern for new air gun sales.

Sales of our products for the first quarter of fiscal 2009 amounted to $11,263,000 compared to $14,336,000 in last year’s first quarter, a decrease of 21%. This decrease was driven by a 51% decrease in air gun sales partially offset by a 33% increase in sales of underwater electrical cables and connectors and seismic energy source controllers. The Company believes that the decrease in air gun sales was due primarily to the uneven sales pattern referred to above.

The Company continues to experience an active level of customer inquiries, including those for new air guns, underwater electrical cables and connectors and seismic energy source controllers. Based on these inquiries, and considering the uneven sales pattern for new air gun sales and the 33% increase in sales in the first quarter of underwater electrical cables and connectors, we remain cautiously optimistic that fiscal year 2009

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will be a good year for the Company. However, we believe that a reduction in worldwide exploration spending as a result of the recent turmoil in the world credit markets and/or a decrease in the demand for oil which could result from a severe economic downturn, would undoubtedly have an effect on our business.

Effective May 31, 2008, the Company sold substantially all of the assets of its wholly-owned subsidiary, Custom Products Corporation (“Custom”). Custom, a developer, manufacturer and seller of miniature industrial clutches and brakes and seller of sub-fractional horsepower electrical motors, formerly comprised the Company’s “industrial products” segment. Custom was the only unit in the industrial products segment. Therefore, due to the sale of Custom, the Company operates only in the oilfield services equipment business. In the Consolidated Financial Statements (Unaudited), amounts relating to Custom have been reported as discontinued operations for the three month period ended September 30, 2007. See Note 4 to Consolidated Financial Statements (Unaudited) for further information concerning discontinued operations.

At September 30, 2008, the Company’s balance sheet continued to strengthen from June 30, 2008. Cash increased from $19.1 million at June 30, 2008 to $20.3 million at September 30, 2008. Working capital increased from $39.2 million at June 30, 2008 to $41.5 million at September 30, 2008.

Liquidity and Capital Resources

As of September 30, 2008, the Company believes that current cash and cash equivalent balances are, and projected cash flow from operations in fiscal 2009 will be, adequate to meet foreseeable operating needs, as well as any possible earnout payments associated with the acquisition of RTS, in fiscal year 2009. See Note 3 to Consolidated Financial Statements (Unaudited) for further information concerning the RTS acquisition.

The Company has a $4,000,000 unsecured revolving credit facility with a bank to provide funds for general corporate purposes should the need arise. The Company has not borrowed any funds under this facility. See Note 12 to Consolidated Financial Statements (Unaudited) for further information concerning the revolving credit facility.

Three Months Ended September 30, 2008

At September 30, 2008, the Company had $20,337,000 in cash and cash equivalents compared to $19,137,000 at June 30, 2008.

For the three month period ended September 30, 2008, cash flow from continuing operating activities after changes in working capital items was $1,420,000, primarily due to net income adjusted for non cash items, principally depreciation and stock based compensation expense, and lower accounts receivable partially offset by higher inventories and lower current liabilities.

In the three month period ended September 30, 2008, the Company used $220,000 for capital expenditures relating primarily to new and replacement equipment and leasehold improvements for a new leased manufacturing facility in Fredericksburg, Texas.

The Company anticipates that capital expenditures for the remainder of fiscal 2009 will approximate $800,000, which will be funded from operating cash flow.

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Since a relatively small number of customers account for the majority of the Company’s sales, the consolidated accounts receivable balance at the end of any period tends to be concentrated in a small number of customers. At September 30, 2008 and June 30, 2008, the five customers with the highest accounts receivable balances represented, in the aggregate, 69% and 62%, respectively, of the consolidated accounts receivable balances on those dates.

Three Months Ended September 30, 2007

At September 30, 2007, the Company had $6,856,000 in cash and cash equivalents. This amount was $3,132,000 or 31% lower than the amount of cash and cash equivalents at June 30, 2007.

For the three month period ended September 30, 2007, cash flow from continuing operating activities after changes in working capital items was $1,727,000, primarily due to net income adjusted for non cash items and higher current liabilities partially offset by higher accounts receivable and inventories. For the three month period ended September 30, 2007, cash flow from discontinued operating activities after changes in working capital items was $200,000.

For the three month period ended September 30, 2007, the Company used $4,468,000, net of $147,000 of cash received, for the acquisition of RTS and $637,000 for capital expenditures relating to continuing operations for new and replacement equipment. For the three month period ended September 30, 2007, there were no capital expenditures relating to discontinued operations.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet financing arrangements.

Contractual Obligations

During the three month period ended September 30, 2008, there were no changes in the operating leases described in the Company’s Annual Report on Form 10-K for the Fiscal Year Ended June 30, 2008. The Company had no long-term borrowings, capital leases, purchase obligations or other long-term liabilities at September 30, 2008 and June 30, 2008. In May 2007, the Company entered into a $4,000,000 unsecured revolving credit facility with a bank to provide funds for general corporate purposes should the need arise. The Company has not borrowed any funds under this facility. See Note 12 to Consolidated Financial Statements (Unaudited) for further information concerning the revolving credit facility.

The Company will be relocating the RTS facility to new leased premises (approximately 7,000 square feet) in Fredericksburg, Texas under a five-year, triple net, operating lease. As of September 30, 2008, the Company had not yet finalized a lease with the lessor, which is an affiliate of the President and former owner of RTS.

Results of Operations

Three Months Ended September 30, 2008 Compared to Three Months Ended September 30, 2007

Consolidated sales for the three month period ended September 30, 2008 totaled $11,263,000, a decrease of $3,073,000 or 21% from the three month period ended September 30, 2007. Sales of air guns and related spare parts decreased by $4,730,000 or 51% but sales of underwater electrical cables and connectors and seismic source controllers increased by 33%. The sales decrease for air guns reflects primarily the uneven sales pattern associated with outfitting new seismic vessels with air guns and other technological equipment.

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Consolidated gross profit as a percentage of consolidated sales was 49% for the three month period ended September 30, 2008 versus 46% for the three month period ended September 30, 2007. The improvement in the gross profit percentage was caused primarily by higher manufacturing efficiencies relating to underwater electrical cables and connectors and seismic source controllers reflecting the 33% increase in sales volume, partially offset by lower manufacturing efficiencies relating to air guns as a result of the 51% decrease in air gun sales.

Research and development costs for the three month period ended September 30, 2008 decreased by $6,000 or 9% from the three month period ended September 30, 2007. These expenditures were associated with improvements to the Company’s Annular Port Air Guns and Seismic Source Monitoring System (“SSMS”). The decrease is due primarily to lower spending for improvements to SSMS.

Selling, general and administrative expenses increased by $292,000 in the three month period ended September 30, 2008 from the three month period ended September 30, 2007 due primarily to: higher salaries and stock based compensation expense ($146,000), amortization of other intangible assets ($60,000), and higher travel, bad debt, freight out and shareholder relations expense ($112,000), partially offset by lower professional fees due primarily to lower Sarbanes-Oxley compliance costs ($107,000).

The provision for income taxes for the three month period ended September 30, 2008 was $1,121,000, an effective tax rate of 33%. This rate was lower than the federal statutory rate of 34%, primarily due to tax benefits associated with the domestic manufacturer’s deduction. The provision for income taxes for the three month period ended September 30, 2007 was $1,468,000, an effective tax rate of 31%. This rate was lower than the federal statutory rate of 35%, primarily due to tax benefits associated with the domestic manufacturer’s deduction, partially offset by state income taxes.

The above mentioned factors resulted in income from continuing operations for the three month period ended September 30, 2008 of $2,280,000 compared to income from continuing operations of $3,295,000 for the three month period ended September 30, 2007.

Effective May 31, 2008, substantially all of the assets of Custom, a wholly owned subsidiary of Bolt, were sold for $5,250,000, subject to adjustments for certain liabilities. Custom, a developer, manufacturer and seller of miniature industrial clutches and brakes and seller of sub-fractional horsepower electrical motors, was formerly in the Company’s “industrial products” segment. Custom was the only unit in the industrial products segment; therefore, due to the sale of Custom, the Company now operates only in the oilfield services equipment business. In the Consolidated Financial Statements (Unaudited), reported amounts relating to Custom have been reported as discontinued operations. The Company recorded as discontinued operations the operating results of Custom for the three month period ending September 30, 2007. See Note 4 to Consolidated Financial Statements (Unaudited) for additional information concerning discontinued operations.

The above mentioned factors resulted in net income for the three month period ended September 30, 2008 of $2,280,000 compared to net income of $3,455,000 for the three month period ended September 30, 2007.

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Critical Accounting Policies

The methods, estimates and judgments the Company uses in applying the accounting policies most critical to its financial statements have a significant impact on the results the Company reports in its financial statements. The Securities and Exchange Commission has defined the most critical accounting policies as the ones that are most important to the portrayal of the Company’s financial condition and results, and require the Company to make its most difficult and subjective judgments.

Based on this definition, the Company’s most critical accounting policies include: revenue recognition, recording of inventory reserves, deferred taxes, and the potential impairment of goodwill. These policies are discussed below. The Company also has other key accounting policies, including the establishment of bad debt reserves. The Company believes that these other policies either do not generally require it to make estimates and judgments that are as difficult or as subjective, or are less likely to have a material impact on the Company’s reported results of operations for a given period.

Although the Company believes that its estimates and assumptions are reasonable, they are based upon information available at the end of each reporting period and involve inherent risks and uncertainties. Actual results may differ significantly from the Company’s estimates and its estimates could be different using different assumptions or conditions.

See Note 2 to Consolidated Financial Statements (Unaudited) for additional information concerning significant accounting policies.

Revenue Recognition

The Company recognizes sales revenue when it is realized and earned. The Company’s reported sales revenue is based on meeting the following criteria: (1) manufacturing products based on customer specifications; (2) delivering product to the customer before the close of the reporting period, whereby delivery results in the transfer of ownership risk to the customer; (3) establishing a set sales price with the customer; (4) collecting the sales revenue from the customer is reasonably assured; and (5) no contingencies exist.

Inventory Reserves

A significant source of the Company’s revenue arises from the sale of replacement parts required by customers who have previously purchased products. As a result, the Company maintains a large quantity of parts on hand that may not be sold or used in final assemblies for an extended period of time. In order to recognize that certain inventory may become obsolete or that the Company may have supplies in excess of reasonably supportable sales forecasts, an inventory valuation reserve has been established. The inventory valuation reserve is a significant estimate made by management. Actual results may differ from this estimate, and the difference could be material.

Management establishes the inventory valuation reserve by reviewing the inventory for items that should be reserved in full based on a lack of usage for a specified period of time and for which future demand is not forecasted and establishes an additional reserve for slow moving inventory based on varying percentages of the cost of the items. The reserve for inventory valuation at September 30, 2008 and June 30, 2008 was $433,000 and $406,000, respectively. At September 30, 2008 and June 30, 2008, approximately $1,347,000 and $1,247,000, respectively, of the raw materials and sub-assemblies inventory were considered slow moving and subject to a reserve provision equal to all or a portion of the cost, less an estimate for scrap value. In certain instances, this inventory has been unsold for more than five years from date of manufacture or purchase, and in other instances the Company has more than a five-year supply of inventory on hand based on recent sales

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volume. At September 30, 2008, the cost of inventory for which the Company has more than a five-year supply on hand and the cost of inventory for which the Company has had no sales during the last five years amounted to approximately $780,000. Management believes that this inventory is properly valued and appropriately reserved. Even if management’s estimate were incorrect, that would not result in a cash outlay since the cash required to manufacture or purchase the older inventory was expended in prior years.

The inventory valuation reserve is adjusted at the close of each accounting period, as necessary, based on management’s estimate of the valuation reserve required. This estimate is calculated on a consistent basis as determined by the Company’s inventory valuation policy. Increases to the inventory valuation reserve result in a charge to cost of sales, and decreases to the reserve result in a credit to cost of sales. The inventory valuation reserve is also decreased when items are scrapped or disposed of. During the three month period ended September 30, 2008, the inventory valuation reserve was increased by $27,000, and the Company did not scrap or dispose of any items.

Deferred Taxes

The Company applies an asset and liability approach to accounting for income taxes. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the years in which the differences are expected to reverse. The recoverability of deferred tax assets is dependent upon the Company’s assessment of whether it is more likely than not that sufficient future taxable income will be generated in the relevant tax jurisdiction to utilize the deferred tax asset. The Company reviews its internal forecasted sales and pre-tax earnings estimates to make its assessment about the utilization of deferred tax assets. In the event the Company determines that future taxable income will not be sufficient to utilize the deferred tax asset, a valuation allowance is recorded. If that assessment changes, a charge or a benefit would be recorded in the consolidated statement of income. The Company has concluded that no deferred tax valuation allowance was necessary at September 30, 2008 and June 30, 2008 because future taxable income is believed to be sufficient to utilize any deferred tax asset.

Goodwill Impairment Testing

As required by SFAS No. 142, “Goodwill and Other Intangible Assets,” the Company reviews goodwill for impairment annually or more frequently if impairment indicators arise. Management tested goodwill for impairment as of June 30, 2008 and 2007 and the tests indicated no impairment. The Company reviewed goodwill at September 30, 2008, and such review did not indicate impairment.

Goodwill represents approximately 16% of the Company’s total assets at September 30, 2008 and is thus a significant estimate by management. Even if management’s estimate were incorrect, it would not result in a cash outlay because the goodwill amounts arose out of acquisition accounting. See Notes 2, 3 and 5 to Consolidated Financial Statements (Unaudited) for additional information concerning goodwill.

Recent Accounting Developments

Business Combinations

In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 141 (revised 2007), “Business Combinations” (“SFAS 141(R)”), which is a revision of SFAS 141. SFAS 141(R) continues to require the purchase method of accounting for business combinations and the identification and recognition of intangible assets separately from goodwill. SFAS 141(R) requires, among other things, the buyer to: (1) fair value assets and liabilities acquired as of the acquisition date

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(i.e., a “fair value” model rather than a “cost allocation” model); (2) expense acquisition-related costs; (3) recognize assets or liabilities assumed arising from contractual contingencies at acquisition date using acquisition-date fair values; (4) recognize goodwill as the excess of the consideration transferred plus the fair value of any noncontrolling interest over the acquisition-date fair value of net assets acquired; (5) recognize at acquisition any contingent consideration using acquisition-date fair values (i.e., fair value earn-outs in the initial accounting for the acquisition); and (6) eliminate the recognition of liabilities for restructuring costs expected to be incurred as a result of the business combination. SFAS 141(R) also defines a “bargain” purchase as a business combination where the total acquisition-date fair value of the identifiable net assets acquired exceeds the fair value of the consideration transferred plus the fair value of any noncontrolling interest. Under this circumstance, the buyer is required to recognize such excess (formerly referred to as “negative goodwill”) in earnings as a gain. In addition, if the buyer determines that some or all of its previously booked deferred tax valuation allowance is no longer needed as a result of the business combination, SFAS 141(R) requires that the reduction or elimination of the valuation allowance be accounted as a reduction of income tax expense. SFAS 141(R) is effective for fiscal years beginning on or after December 15, 2008. The Company will apply SFAS 141(R) to any acquisitions that are made on or after July 1, 2009.

Item 3 – Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4 – Controls and Procedures

The chief executive officer and the chief financial officer, with the assistance of key employees throughout the Company, including its subsidiaries, evaluated the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2008. Based upon the results of such evaluation, the chief executive officer and the chief financial officer have concluded that such disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to management, including the principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended September 30, 2008 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 6 – Exhibits

3.1	Restated Certificate of Incorporation of the Registrant, as amended (incorporated by reference to Exhibit 3.1 to Form 8-K Current Report, SEC File No. 001-12075, dated November 20, 2007 and filed with the Commission on November 21, 2007).
3.2	Bylaws of the Registrant, amended and restated effective as of January 23, 2008 (incorporated by reference to Exhibit 3.1 to Form 8-K Current Report, SEC File No. 001-12075, dated January 23, 2008 and filed with the Commission on January 25, 2008).
10.1	Bolt Technology Corporation Amended and Restated 2006 Stock Option and Restricted Stock Plan together with (i) Form of Incentive Stock Option Agreement, (ii) Form of Nonqualified Stock Option Agreement, (iii) Form of Non-Employee Director Nonqualified Stock Option Agreement, and (iv) Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.1 to Form 8-K Current Report, SEC File No. 001-12075, dated November 20, 2007 and filed with the Commission on November 21, 2007).†
10.2	Bolt Technology Corporation Amended and Restated Severance Compensation Plan together with Form of Designation of Participation (incorporated by reference to Exhibit 10.2 to Form 8-K Current Report, SEC File No. 001-12075, dated November 20, 2007 and filed with the Commission on November 21, 2007).†
10.3	Lease Agreement dated January 10, 2003 between 381 Connecticut Avenue Corporation and Bolt Technology Corporation (incorporated by reference to Exhibit 10.6 to Form 10-K for the year ended June 30, 2003, SEC File No. 001-12075).
10.4	Lease Agreement dated January 10, 2003 between 381 Connecticut Avenue Corporation and Bolt Technology Corporation (incorporated by reference to Exhibit 10.7 to Form 10-K for the year ended June 30, 2003, SEC File No. 001-12075).
10.5	Employment Agreement between Bolt Technology Corporation and Raymond M. Soto effective as of June 10, 1996; Amendment to Employment Agreement between Bolt Technology Corporation and Raymond M. Soto effective as of September 20, 2001 (incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter ended September 30, 2006, SEC File No. 001-12075); Amendment to Employment Agreement between Bolt Technology Corporation and Raymond M. Soto effective as of November 20, 2007 (incorporated by reference to Exhibit 10.3 to Form 8-K Current Report, SEC File No. 001-12075, dated November 20, 2007 and filed with the Commission on November 21, 2007).†
10.6	Form of Restricted Stock Award Agreement by and between Bolt Technology Corporation and Raymond M. Soto.*
10.7	Employment Agreement between Custom Products Corporation and Gerald H. Shaff effective as of January 1, 2003 (incorporated by reference to Exhibit 10.5 to Form 10-K for the year ended June 30, 2003, SEC File No. 001-12075); Letter Agreement dated as of February 9, 2005 amending the Employment Agreement between Custom Products Corporation and Gerald H. Shaff, effective as of January 1, 2003 (incorporated by reference to Exhibit 10.8 to Form 10-Q for the quarter ended December 31, 2004, SEC File No. 001-12075).†

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10.8	Employment Agreement between A-G Geophysical Products, Inc. and Michael C. Hedger, dated May 13, 2005 (incorporated by reference to Exhibit 10.10 to Form 10-Q for the quarter ended March 31, 2005, SEC File No. 001-12075); Amendment to Employment Agreement between A-G Geophysical Products, Inc. and Michael C. Hedger effective as of November 20, 2007 (incorporated by reference to Exhibit 10.4 to Form 8-K Current Report, SEC File No. 001-12075, dated November 20, 2007 and filed with the Commission on November 21, 2007).†
10.9	Asset Purchase Agreement by and among Real Time Systems Inc., Embedded Microsystems, Inc. dba Real Time Systems, W. Allen Nance and Molly L. Nance dated July 10, 2007 (incorporated by reference to Exhibit 10.1 to Form 8-K Current Report, SEC File No. 001-12075, dated July 10, 2007 and filed with the Commission on July 12, 2007).
10.10	Employment Agreement by and between Real Time Systems Inc. and W. Allen Nance dated July 10, 2007 (incorporated by reference to Exhibit 10.2 to Form 8-K Current Report, SEC File No. 001-12075, dated July 10, 2007 and filed with the Commission on July 12, 2007).†
10.11	Non-Competition Agreement by and among Real Time Systems Inc., Bolt Technology Corporation, Embedded Microsystems, Inc. dba Real Time Systems and W. Allen Nance dated July 10, 2007 (incorporated by reference to Exhibit 10.3 to Form 8-K Current Report, SEC File No. 001-12075, dated July 10, 2007 and filed with the Commission on July 12, 2007).
10.12	Asset Purchase Agreement by and among Custom Products Corporation, Bolt Technology Corporation and A&A Manufacturing Co., Inc. dated May 6, 2008 (incorporated by reference to Exhibit 10.12 to Form 10-K for the year ended June 30, 2008, SEC File No. 001-12075).
31.1	Certification pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).*
31.2	Certification pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).*
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).*
32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).*
99.1	Commercial Loan Agreement, dated as of May 30, 2007, by and among Webster Bank National Association, Bolt Technology Corporation, A-G Geophysical Products, Inc. and Custom Products Corporation (incorporated by reference to Exhibit 99.1 to Form 10-K for the year ended June 30, 2007, SEC File No. 001-12075).

* Filed herewith

† Management contract or compensatory plan

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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.

	BOLT TECHNOLOGY CORPORATION
Date: November 6, 2008	/s/ Raymond M. Soto
	Raymond M. Soto
	Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)
Date: November 6, 2008	/s/ Joseph Espeso
	Joseph Espeso
	Senior Vice President-Finance and Chief Financial Officer (Principal Financial and Accounting Officer)

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EXHIBIT INDEX

Exhibit No.	Description
3.1	Restated Certificate of Incorporation of the Registrant, as amended (incorporated by reference to Exhibit 3.1 to Form 8-K Current Report, SEC File No. 001-12075, dated November 20, 2007 and filed with the Commission on November 21, 2007).
3.2	Bylaws of the Registrant, amended and restated effective as of January 23, 2008 (incorporated by reference to Exhibit 3.1 to Form 8-K Current Report, SEC File No. 001-12075, dated January 23, 2008 and filed with the Commission on January 25, 2008).
10.1	Bolt Technology Corporation Amended and Restated 2006 Stock Option and Restricted Stock Plan together with (i) Form of Incentive Stock Option Agreement, (ii) Form of Nonqualified Stock Option Agreement, (iii) Form of Non-Employee Director Nonqualified Stock Option Agreement, and (iv) Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.1 to Form 8-K Current Report, SEC File No. 001-12075, dated November 20, 2007 and filed with the Commission on November 21, 2007).†
10.2	Bolt Technology Corporation Amended and Restated Severance Compensation Plan together with Form of Designation of Participation (incorporated by reference to Exhibit 10.2 to Form 8-K Current Report, SEC File No. 001-12075, dated November 20, 2007 and filed with the Commission on November 21, 2007).†
10.3	Lease Agreement dated January 10, 2003 between 381 Connecticut Avenue Corporation and Bolt Technology Corporation (incorporated by reference to Exhibit 10.6 to Form 10-K for the year ended June 30, 2003, SEC File No. 001-12075).
10.4	Lease Agreement dated January 10, 2003 between 381 Connecticut Avenue Corporation and Bolt Technology Corporation (incorporated by reference to Exhibit 10.7 to Form 10-K for the year ended June 30, 2003, SEC File No. 001-12075).
10.5	Employment Agreement between Bolt Technology Corporation and Raymond M. Soto effective as of June 10, 1996; Amendment to Employment Agreement between Bolt Technology Corporation and Raymond M. Soto effective as of September 20, 2001 (incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter ended September 30, 2006, SEC File No. 001-12075); Amendment to Employment Agreement between Bolt Technology Corporation and Raymond M. Soto effective as of November 20, 2007 (incorporated by reference to Exhibit 10.3 to Form 8-K Current Report, SEC File No. 001-12075, dated November 20, 2007 and filed with the Commission on November 21, 2007).†
10.6	Form of Restricted Stock Award Agreement by and between Bolt Technology Corporation and Raymond M. Soto.*

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10.7	Employment Agreement between Custom Products Corporation and Gerald H. Shaff effective as of January 1, 2003 (incorporated by reference to Exhibit 10.5 to Form 10-K for the year ended June 30, 2003, SEC File No. 001-12075); Letter Agreement dated as of February 9, 2005 amending the Employment Agreement between Custom Products Corporation and Gerald H. Shaff, effective as of January 1, 2003 (incorporated by reference to Exhibit 10.8 to Form 10-Q for the quarter ended December 31, 2004, SEC File No. 001-12075).†
10.8	Employment Agreement between A-G Geophysical Products, Inc. and Michael C. Hedger, dated May 13, 2005 (incorporated by reference to Exhibit 10.10 to Form 10-Q for the quarter ended March 31, 2005, SEC File No. 001-12075); Amendment to Employment Agreement between A-G Geophysical Products, Inc. and Michael C. Hedger effective as of November 20, 2007 (incorporated by reference to Exhibit 10.4 to Form 8-K Current Report, SEC File No. 001-12075, dated November 20, 2007 and filed with the Commission on November 21, 2007).†
10.9	Asset Purchase Agreement by and among Real Time Systems Inc., Embedded Microsystems, Inc. dba Real Time Systems, W. Allen Nance and Molly L. Nance dated July 10, 2007 (incorporated by reference to Exhibit 10.1 to Form 8-K Current Report, SEC File No. 001-12075, dated July 10, 2007 and filed with the Commission on July 12, 2007).
10.10	Employment Agreement by and between Real Time Systems Inc. and W. Allen Nance dated July 10, 2007 (incorporated by reference to Exhibit 10.2 to Form 8-K Current Report, SEC File No. 001-12075, dated July 10, 2007 and filed with the Commission on July 12, 2007).†
10.11	Non-Competition Agreement by and among Real Time Systems Inc., Bolt Technology Corporation, Embedded Microsystems, Inc. dba Real Time Systems and W. Allen Nance dated July 10, 2007 (incorporated by reference to Exhibit 10.3 to Form 8-K Current Report, SEC File No. 001-12075, dated July 10, 2007 and filed with the Commission on July 12, 2007).
10.12	Asset Purchase Agreement by and among Custom Products Corporation, Bolt Technology Corporation and A&A Manufacturing Co., Inc. dated May 6, 2008 (incorporated by reference to Exhibit 10.12 to Form 10-K for the year ended June 30, 2008, SEC File No. 001-12075).
31.1	Certification pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).*
31.2	Certification pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).*
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).*
32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).*
99.1	Commercial Loan Agreement, dated as of May 30, 2007, by and among Webster Bank National Association, Bolt Technology Corporation, A-G Geophysical Products, Inc. and Custom Products Corporation (incorporated by reference to Exhibit 99.1 to Form 10-K for the year ended June 30, 2007, SEC File No. 001-12075).

* Filed herewith

† Management contract or compensatory plan

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EX-10.6

Exhibit 10.6

BOLT TECHNOLOGY CORPORATION

RESTRICTED STOCK AWARD AGREEMENT

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is entered into as of                          (the “Effective Date”), by and between Bolt Technology Corporation, a Connecticut corporation (the “Company”), and Raymond M. Soto (the “Participant”).

WHEREAS, the Participant is an employee of the Company or one of its subsidiaries or a director of the Company and in connection therewith has rendered services for and on behalf of the Company and/or its subsidiaries; and

WHEREAS, in recognition of the prior contributions made by the Participant and to provide the Participant with an additional incentive to use maximum efforts for the future success of the Company and its subsidiaries, the Company desires to grant to the Participant, and the Participant desires to accept from the Company, an award of the common stock, without par value, of the Company (the “Common Stock”) pursuant to the Bolt Technology Corporation Amended and Restated 2006 Stock Option and Restricted Stock Plan (as it may be further amended from time to time, the “Plan”), subject to certain restrictions for the benefit of the Company, and upon such other terms and conditions, set forth in this Agreement.

NOW, THEREFORE, the Company and the Participant agree as follows:

1. Restricted Stock Award. The Company hereby offers to issue to the Participant                          shares of Common Stock (the “Shares”) subject to the restrictions and on the terms and conditions set forth in this Agreement (the “Award”). Unless this offer is earlier revoked in writing by the Company, the Participant shall have ten (10) days from the date of the delivery of this Agreement to the Participant to accept the offer of the Company by executing and delivering to the Company two copies of this Agreement, without condition or reservation of any kind whatsoever, and pay the full purchase price, if any, for said Shares to the Company in the manner set forth in this Agreement.

2. Purchase Price. The purchase price to purchase the Shares is              ($            ).

3. Restriction on the Shares.

(a) Period of Restriction. Except as otherwise set forth herein, all the Shares issued to the Participant pursuant to this Agreement shall be subject to a period of restriction (the “Period of Restriction”) during which the Participant’s rights in and to such Shares shall be subject to the limitations and obligations set forth in this Section 3.

(b) Lapse of Period of Restriction. The Period of Restriction shall lapse as to a percentage of the Shares in accordance with the schedule set forth below based upon the period of time of the Participant’s Continuous Service (as defined in the Plan) with the Company or any Subsidiary (as defined in the Plan), calculated from the Effective Date:

Period of Continuous Service (calculated from the Effective Date) Incremental Percentage of Shares Not Subject to Restriction Cumulative Percentage of Shares Not Subject to Restriction

During the period that the Shares are subject to the Period of Restriction, such Shares are referred to herein as “Restricted Stock.”

(c) Termination of Continuous Service. Notwithstanding any other provision of this Agreement to the contrary, if the Participant’s Continuous Service with the Company or any Subsidiary terminates for any reason (or no reason) other than the Participant’s retirement as set forth in the proviso to this Section 3(c), including without limitation, the Participant’s death or Disability (as defined in the Plan), any shares of Restricted Stock that are subject to the Period of Restriction on the date of the Participant’s termination shall be immediately forfeited by the Participant and shall be automatically transferred to and reacquired by the Company at no cost to the Company, and neither the Participant nor his or her heirs, executors, administrators or successors shall have any right or interest in such Restricted Stock; provided, however, that if the Participant holds Restricted Stock at the time the Participant’s Continuous Service with the Company terminates due to the Participant’s retirement, the Period of Restriction with respect to such Restricted Stock shall automatically lapse on the date of the Participant’s retirement.

(d) Escrow. Upon the Participant’s execution and delivery of this Agreement, the Participant agrees to concurrently deliver one or more executed stock powers as requested by the Company, duly endorsed in blank for transfer, in the form attached hereto as Exhibit A, which shall be deposited with the Company during the Period of Restriction. Each certificate representing shares of Restricted Stock shall bear the following legend until the lapse of the Period of Restriction with respect to the shares represented by such certificate:

Transfer of this certificate and the shares represented hereby is restricted pursuant to the terms of the Bolt Technology Corporation Amended and Restated 2006 Stock Option and Restricted Stock Plan (the “Plan”) and the Restricted Stock Award Agreement, dated as of                     , between Bolt Technology Corporation and Raymond M. Soto (the “Agreement”). Copies of the Plan and the Agreement are on file at the offices of Bolt Technology Corporation.

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The certificates representing the Restricted Stock along with the stock power(s) shall be held in escrow by the Company until such time as either (i) the Period of Restriction with respect to all of such shares of Restricted Stock lapses in accordance with Section 3(b) or the proviso in Section 3(c) of this Agreement, in which case the shares shall be delivered to the Participant, or (ii) any such shares of Restricted Stock are forfeited pursuant to Section 3(c) of this Agreement, in which case such shares shall be transferred to and reacquired by the Company in accordance with said Section 3(c).

(e) Distributions. All cash distributions on the Restricted Stock shall be paid directly to the Participant and shall not be held in escrow. Any new, substituted or additional securities or other property issued in respect of Restricted Stock shall be held in escrow, together, where applicable, with appropriate stock powers, assignments or other transfer documents which the Participant hereby agrees to execute as a condition to receipt of such securities or other property. If the Restricted Stock in respect of which such securities or other property was issued is forfeited to the Company pursuant to Section 3(c) of this Agreement, then such securities or other property shall be immediately forfeited to the Company and automatically transferred to and reacquired by the Company at no cost to the Company, to the same extent and in accordance with Section 3(c) of this Agreement as if such securities or other property were Restricted Stock thereunder.

4. Participant’s Acknowledgement. The Participant acknowledges and agrees that: (x) unless the Shares are covered by a then current registration statement or a notification under Regulation A under the Securities Act of 1933, as amended (the “Securities Act”), (i) the Shares are being purchased for investment and not for distribution or resale (other than a distribution or resale which, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions of the Securities Act); (ii) the Participant has been advised and understands that (A) the Shares have not been registered under the Securities Act and are “restricted securities” within the meaning of Rule 144 under the Securities Act and are subject to restrictions on transfer, and (B) the Company is under no obligation to register the Shares under the Securities Act or to take any action which would make available to the Participant any exemption from such registration; (iii) such Shares may not be transferred without compliance with all applicable federal and state securities laws and any other restrictions contained in the Plan and this Agreement; and (iv) an appropriate legend referring to the foregoing restrictions on transfer and any other applicable restrictions under this Agreement may be endorsed on the certificates; (y) notwithstanding the foregoing, if the Company determines that issuance of Shares should be delayed pending (1) registration under federal or state securities laws, (2) the receipt of an opinion of counsel satisfactory to the Company that an appropriate exemption from such registration is available, (3) the listing or inclusion of the Shares on any securities exchange or an automated quotation system, or (4) the consent or approval of any governmental regulatory body whose consent or approval is necessary in connection with the issuance of such Shares, the Company may defer issuance of any Shares granted hereunder until any

3

of the events described in this sentence has occurred; and (z) if at any time the Committee shall determine that an additional agreement of the Participant is necessary or desirable as a condition of, or in connection with, the delivery or purchase of the Shares hereunder, then the Award shall not be effective unless such agreement shall have been obtained free of any conditions not acceptable to the Committee.

5. Rights as a Stockholder. Upon the Participant’s execution and delivery of this Agreement and payment of the full purchase price for the Shares and until such time as the Restricted Stock is forfeited to the Company as set forth herein, the Participant shall be the record owner of the Restricted Stock and, subject to the terms of this Agreement and the Plan, shall have all rights of a stockholder with respect to the Restricted Stock, including the right to vote the shares of Restricted Stock and, subject to the terms of Section 3 hereof, to receive dividends and distributions with respect to the Restricted Stock.

6. Change of Control. Notwithstanding Section 3 of this Agreement, if the Participant holds Restricted Stock at the time a Change of Control (as defined in the Plan) occurs, the Period of Restriction with respect to such Restricted Stock shall automatically lapse immediately prior to the consummation of such Change of Control, provided that the Participant remains employed with the Company upon such Change of Control; except that if the acquiring or successor entity (or parent thereof) in a Change of Control transaction provides for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering shares of a successor corporation (with appropriate adjustments as to the number and kind of shares and the purchase price), then the Period of Restriction shall not lapse, and the Period of Restriction shall continue in accordance with this Agreement.

7. Withholding. All deliveries and distributions under this Agreement shall be subject to withholding of all applicable taxes. The Participant agrees to make appropriate arrangements with the Company for satisfaction of any applicable federal, state or local income tax, withholding requirements or like requirements, including the payment to the Company upon the lapse of the Period of Restriction with respect to shares of Restricted Stock (or such later date as may be applicable under Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”)), or other settlement in respect of, the Restricted Stock of all such taxes and requirements. The Participant agrees that the Company shall be authorized to take such action as the Company may deem necessary (including, without limitation, in accordance with applicable law, withholding amounts from any compensation or other amount owing from the Company to the Participant) to satisfy all obligations for the payment of such taxes.

8. Restrictions on Transfer. The Participant shall not sell, transfer, pledge, hypothecate, assign, exchange or otherwise dispose of the Restricted Stock. Any attempted sale, transfer, pledge, hypothecation, assignment, exchange or other disposition shall be null and void and of no force or effect and the Company shall have the right to disregard the same on its books and records and to issue “stop transfer” instructions to its transfer agent.

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9. Plan Provisions Control. This Agreement is subject to the terms and conditions of the Plan, which are incorporated herein by reference. Notwithstanding anything to the contrary contained herein, the provisions of the Plan shall govern if and to the extent there are inconsistencies between the provisions of the Plan and the provisions of this Agreement. The Participant acknowledges that the Participant has received a copy of the Plan prior to the execution of this Agreement.

10. No Rights Conferred. Nothing in this Agreement shall give the Participant any right to continue in the employ or service of the Company or any Subsidiary and/or as a member of the Company’s Board of Directors or in any other capacity, or interfere in any way with the right of the Company or any Subsidiary to terminate the employment or services of the Participant.

11. Adjustments. All references to the number and class of shares covered by this Agreement, the purchase price per share of the Shares, and other terms in this Agreement may be appropriately adjusted, in the discretion of the Committee, in the event of certain changes in capitalization, as set forth in Section 9 of the Plan.

12. Compliance with Section 409A of the Code. The Participant hereby consents (without further consideration) to any change to this Agreement or the Award so the Participant can avoid paying penalties under Section 409A of the Code, even if those changes affect the terms and conditions of this Agreement or the Award and reduce its value or potential value.

13. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns. This Agreement may not be assigned or transferred in whole or in part by the Participant, nor may the Participant delegate any duty or obligation under this Agreement, and any attempt to so assign, transfer or delegate shall be null and void and of no force or effect.

14. Interpretation of this Agreement. All determinations and interpretations made by the Committee with regard to any questions arising under the Plan or this Agreement shall be final, binding and conclusive as to all persons, including without limitation the Participant and any person claiming rights from or through the Participant.

15. Venue. Each party to this Agreement hereby irrevocably (i) consents and submits to the exclusive jurisdiction of the state and federal courts in Fairfield County, Connecticut in connection with any disputes arising out of this Agreement, and (ii) waives any objection based on venue or inconvenient forum with respect to any action instituted therein arising under this Agreement or the transactions contemplated hereby, and agrees that any dispute with respect to such matters shall be heard only in the courts described above.

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16. Governing Law; Entire Agreement; Amendment. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to such state’s conflict of laws principles. The Plan and this Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. This Agreement may be amended by the Committee, subject to the Participant’s consent if such amendment is not favorable to the Participant, except that the consent of the Participant shall not be required for any amendment made pursuant to Section 7B(j), Section 8 or Section 9 of the Plan, or as set forth in Section 12 of this Agreement.

17. Tax Elections. THE PARTICIPANT UNDERSTANDS THAT HE OR SHE (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR THE PARTICIPANT’S OWN TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE ACQUISITION OF THE SHARES HEREUNDER. THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT HE OR SHE HAS CONSIDERED THE ADVISABILITY OF ALL TAX ELECTIONS IN CONNECTION WITH THE ISSUANCE OF THE SHARES, INCLUDING THE MAKING OF AN ELECTION UNDER SECTION 83(b) OF THE CODE. THE PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT, IF THE PARTICIPANT DETERMINES TO MAKE AN ELECTION UNDER SECTION 83(b) OF THE CODE, (i) THE PARTICIPANT (AND NOT THE COMPANY) IS SOLELY RESPONSIBLE FOR PROPERLY AND TIMELY COMPLETING AND FILING ANY SUCH SECTION 83(b) ELECTION, AND (ii) THE PARTICIPANT AGREES TO TIMELY PROVIDE A COPY OF THE ELECTION TO THE COMPANY AS REQUIRED UNDER THE CODE.

18. Notices. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed given (i) when delivered personally, or (ii) three days after being deposited in the United States mail, by certified or registered mail, postage prepaid, or (iii) the next business day after sent by nationally recognized overnight delivery service, and addressed, if to the Company, at its principal place of business, Attention: Chief Financial Officer, and if to the Participant, at his or her most recent address as shown in the employment or stock records of the Company.

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

BOLT TECHNOLOGY CORPORATION

By:

Name:

Title:

PARTICIPANT

Raymond M. Soto

7

Exhibit A

STOCK POWER

For value received, I hereby sell, assign and transfer unto                                                     shares of the Common Stock of Bolt Technology Corporation standing in my name on the books of said Company represented by Certificate(s) Number(s)                          herewith, and do hereby irrevocably constitute and appoint                          attorney to transfer the said stock on the books of said Company with full power of substitution in the premises.

Date:

Printed Name:

Social Security Number:

Signature:

Witness Signature:

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Raymond M. Soto, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Bolt Technology Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 6, 2008

/s/ Raymond M. Soto

Raymond M. Soto

Chairman of the Board, President and

Chief Executive Officer

2

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Joseph Espeso, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Bolt Technology Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 6, 2008

/s/ Joseph Espeso

Joseph Espeso

Senior Vice President – Finance and

Chief Financial Officer

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EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Bolt Technology Corporation (the “Company”) on Form 10-Q for the quarter ended September 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Raymond M. Soto, Chairman of the Board, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 6, 2008

/s/ Raymond M. Soto

Raymond M. Soto

Chairman of the Board, President and

Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Bolt Technology Corporation (the “Company”) on Form 10-Q for the quarter ended September 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph Espeso, Senior Vice President – Finance and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 6, 2008

/s/ Joseph Espeso

Joseph Espeso

Senior Vice President – Finance and

Chief Financial Officer