-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HWg7I04uCnWGreFQEuVXW6sbN0vNK7HpvY/uh1tNv4+cIMO/YP+p/PJkJjQZ3ix5 40Pmxkkrrk7VwVgR0XuH1w== 0000950117-97-000061.txt : 19970115 0000950117-97-000061.hdr.sgml : 19970115 ACCESSION NUMBER: 0000950117-97-000061 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960928 FILED AS OF DATE: 19970114 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NAI TECHNOLOGIES INC CENTRAL INDEX KEY: 0000072575 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER TERMINALS [3575] IRS NUMBER: 111798773 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-03704 FILM NUMBER: 97505887 BUSINESS ADDRESS: STREET 1: 2405 TRADE CENTRE AVE CITY: LONGMONT STATE: CO ZIP: 80503 BUSINESS PHONE: 3037765674 MAIL ADDRESS: STREET 1: 1000 WOODBURY ROAD STE 412 STREET 2: 1000 WOODBURY ROAD STE 412 CITY: WOODBURY STATE: NY ZIP: 11797-2530 FORMER COMPANY: FORMER CONFORMED NAME: NORTH ATLANTIC INDUSTRIES INC DATE OF NAME CHANGE: 19920703 10-Q/A 1 NAI TECHNOLOGIES, INC. 10-Q, AM # 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A1 Amendment No. 1 (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES - --- EXCHANGE ACT OF 1934 For the quarterly period ended September 28, 1996 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 0-3704 NAI TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) New York 11-1798773 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 1000 Woodbury Road, Woodbury, New York 80503-7602 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (303) 776-5674 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 --- --- As of November 4, 1996, 9,016,937 shares of NAI Technologies, Inc.'s $.10 par value Common Stock were outstanding. Page 2 EXPLANATORY NOTE This Form 10Q/A1 is being filed by NAI Technologies, Inc., a New York corporation (the "Company"), as an amendment to its Quarterly Report on Form 10-Q for the quarterly period ended September 28, 1996 to make certain amendments to Part II -- Item 6(a) thereof to reflect the inclusion of exhibits labeled Exhibit 11 and Exhibit 27. Page 3 Item 6. Exhibits and Reports on Form 8-K - ------ -------------------------------- a) Exhibits 3(i) Restated Certificate of Incorporation of NAI Technologies, Inc. filed with the Secretary of State of the State of New York on August 19, 1991. 3(ii) Certificate of Amendment of the Certificate of Incorporation of NAI Technologies, Inc. filed with the Secretary of State of the State of New York on August 7, 1996. 4(i) Indenture, dated as of July 15, 1996, between NAI Technologies, Inc. and First Trust National Association, as Trustee. 4(ii) Warrant Agreement, dated as of August 26, 1996, between NAI Technologies, Inc. and American Stock Transfer & Trust Company. 10(i) Amendment No. 1 to Employment Agreement, entered into as of August 8, 1996, between NAI Technologies, Inc. and Richard A. Schneider. 10(ii) Settlement Agreement and release, entered into as of August 8, 1996, between NAI Technologies, Inc. and Richard A. Schneider. 10(iii) 1996 Stock Option Plan. 10(iv) 1993 Stock Option Plan for Directors, as amended. 11 Statement re computation of per share earnings. 27 Financial Data Schedule (EDGAR filing only). 99(i) Form of Note Certificate 99(ii) Form of Warrant certificate (b) Reports on Form 8-K None Page 4 S I G N A T U R E S ------------------- 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. NAI TECHNOLOGIES, INC. (Registrant) DATE January 14, 1996 By: \s\ Richard A. Schneider ---------------------- ----------------------------- Richard A. Schneider Executive Vice President (On behalf of the registrant and as Principal Financial Officer) EX-11 2 EXHIBIT 11 Page 5 Exhibit 11 NAI TECHNOLOGIES, INC. AND SUBSIDIARIES (in thousands)
- -------------------------------------------------------------------------------- Three Months Ended Sept. 30, Sept. 28, 1996 1995 - -------------------------------------------------------------------------------- Net Income (loss) $ 964 ($2,296) Average shares of common stock outstanding during the period 8,571 7,459 Incremental shares from assumed exercise of stock options, stock warrants & employee stock purchase plan (primary) 429 0 Total shares used to calculate PEPS* 9,000 7,459 ------- ------- Primary earnings per share $ 0.11 ($ 0.31) ======= ======= Net Income (loss) $ 964 ($2,296) Interest on Convertible Debt (Net of Taxes) 184 0 Amortization of OID (Net of Taxes) 19 0 Amortization of Deferred Debt Expense (Net of Taxes) 120 0 ------- ------- Adjusted Net Income $ 1,287 ($2,296) ======= ======= Average shares of common stock outstanding during the period 8,571 7,459 Incremental shares from assumed exercise of stock options, stock warrants & employee stock purchase plan (fully diluted) 561 0 Dilution from Convertible Debt 2,789 0 Total shares used to calculate FDEPS* 11,921 7,459 ------- ------- Fully Diluted earnings per share $ 0.11 ($ 0.31) ======= =======
*Per APB 15, when a net loss is reported, exercise or conversion is not to be assumed. Page 6 Exhibit 11 NAI TECHNOLOGIES, INC. AND SUBSIDIARIES (in thousands)
- -------------------------------------------------------------------------------- Nine Months Ended Sept. 30, Sept. 28, 1996 1995 - -------------------------------------------------------------------------------- Net Income (loss) $1,329 ($9,195) Average shares of common stock outstanding during the period 8,022 7,356 Incremental shares from assumed exercise of stock options, stock warrants & employee stock purchase plan (primary) 304 0 Total shares used to calculate PEPS* 8,326 7,356 ------ ------- Primary earnings per share $ 0.16 ($ 1.25) ====== ======= Net Income (loss) $1,329 ($9,195) Interest on Convertible Debt (Net of Taxes) 548 0 Amortization of OID (Net of Taxes) 79 0 Amortization of Deferred Debt Expense (Net of Taxes) 345 0 ------- ------- Adjusted Net Income $ 2,301 ($9,195) ======= ======= Average shares of common stock outstanding during the period 8,022 7,356 Incremental shares from assumed exercise of stock options, stock warrants & employee stock purchase plan (primary) 478 0 Dilution from Convertible Debt 2,789 0 Total shares used to calculate FDEPS* 11,289 7,356 ------- ------- Fully Diluted earnings per share $ 0.20 ($ 1.25) ======= =======
*Per APB 15, when a net loss is reported, exercise or conversion is not to be assumed. EX-27 3 EXHIBIT 27
5 1,000 9-MOS DEC-31-1996 SEP-28-1996 3,217 0 11,887 0 11,112 27,234 13,090 (8,326) 44,130 11,668 0 884 0 0 13,520 44,130 51,128 51,128 40,512 47,589 (15) 0 1,722 1,601 272 1,329 0 0 0 1,329 0.16 0
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