10-K/A 1 k10amend1.txt AMENDMENT NO. 1 TO FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2002 Commission file number 0-13763 TECHNOLOGY RESEARCH CORPORATION (Exact name of registrant as specified in its charter) Florida 59-2095002 (State or other jurisdiction of (I.R.S. Employer incorporation or Organization) Identification No.) 5250 140th Avenue North, Clearwater, Florida 33760 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (727) 535-0572 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock $.51 par value (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of common stock held by non-affiliates of the Registrant, as of May 31, 2002 was $9,225,508, based upon the $1.93 closing sale price for the Common Stock on the NASDAQ National Market System on such date. For the purposes of this computation, all executive officers and directors of the Registrant have been deemed to be affiliates. Such determination should not be deemed to be an admission that such directors and officers are, in fact, affiliates of the Registrant. As of May 31, 2002, the number of shares outstanding of the Registrant's common stock, $.51 par value, was 5,437,497. DOCUMENTS INCORPORATED BY REFERENCE The Registrant's Proxy Statement related to its 2002 Annual Meeting of Shareholders to be held on August 22, 2002 will be incorporated by reference into Part III of this Form 10-K and be filed with the Securities and Exchange Commission no later than July 12, 2002. Explanatory Statement Due to a clerical error, the dates on the signature page (page 29) of the Company's Form 10-K were incorrect. The year was recorded as 2001 instead 2002. The correct dates are set forth below: SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. TECHNOLOGY RESEARCH CORPORATION Dated: 6/20/2002 By: /s/ Robert S. Wiggins Robert S. Wiggins Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated: Signature Title Date Chairman, Chief Executive Officer, and Director (Principal Executive /s/ Robert S. Wiggins Officer) 6/20/2002 Robert S. Wiggins Vice President of Finance and Chief Financial Officer (Principal Financial /s/ Scott J. Loucks Officer) 6/20/2002 Scott J. Loucks /s/ Raymond H. Legatti President and Director 6/21/2002 Raymond H. Legatti Senior Vice President Government Operations and Marketing and /s/ Raymond B. Wood Director 6/21/2002 Raymond B. Wood /s/ Gerry Chastelet Director 6/24/2002 Gerry Chastelet /s/ Edmund F. Murphy, Jr. Director 6/24/2002 Edmund F. Murphy, Jr. /s/ Martin L. Poad Director 6/25/2002 Martin L. Poad -29-