8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): March 31, 2010

TECHNOLOGY RESEARCH CORPORATION

(Exact name of registrant as specified in its charter)

Florida	0-13763	59-2095002
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5250-140th Avenue North, Clearwater, Florida	33760
(Address of principal executive officers)	(Zip Code)

Registrant’s telephone number, including area code: (727) 535-0572

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

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

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

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

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note – Patco

As previously reported in a Current Report on Form 8-K filed on April 12, 2010 (the “Initial Filing”), on March 31, 2010, Technology Research Corporation (the “Company”) completed the acquisition of 100% of the issued and outstanding shares of capital stock of Patco Electronics, Inc. (“Patco”). This Current Report on Form 8-K/A amends and supplements the Initial Form 8-K to include the pro forma financial information required by Item 9.01(b) of Form 8-K. The foregoing description of the acquisition does not purport to be complete and is more particularly described in the Company’s Current Report of Form 8-K filed on April 1, 2010.

Set forth below is the unaudited pro forma financial information that gives effect to the purchase of the Patco shares as required by Item 9.01(b) of Form 8-K. The pro forma financial information is filed herewith as Exhibits to the Current Report on Form 8-K/A and is incorporated herein by reference.

The unaudited pro forma financial information gives effect to the acquisition as though the acquisition of Patco had occurred on April 1, 2009 and 2008, respectively. The pro forma financial information is based on the historical financial statements of the Company and Patco after giving effect to the acquisition based on the assumptions and adjustments in the accompanying notes to the pro forma financial information. The pro forma financial information is not necessarily indicative of the financial position or the results of operations of the Company that would have actually occurred had the completion of the Patco acquisition been in effect as of the date or for the periods presented. The pro forma financial information has been prepared on the basis of preliminary estimates. The pro forma financial information should be read in conjunction with the Company’s historical financial statements, including notes thereto.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The following pro forma financial information is being filed with this Current Report as Exhibit 99.3 and is incorporated herein by reference:

(1) Unaudited pro forma combined consolidated statements of income for the two years ended March 31, 2010

(2) Notes to unaudited pro forma combined consolidated financial statements

(d) Exhibits

Exhibit No.	Description
10.1	Stock Purchase Agreement, dated as of March 2, 2010, by and among Technology Research Corporation and Hosea Partners, Ltd., Roger Boatman, as trustee of the Roger M. Boatman Trust, and Melvin R. Hall and Elsa G. Hall, as joint tenants with right of survivorship *
10.2	Employment Agreement dated March 31, 2010 between Patco Electronics, Inc. and Roger M. Boatman **
10.3	Lease Agreement dated March 31, 2010 between Patco Electronics, Inc. and Hosea Partners, Ltd. **
10.4	Indemnity Escrow Agreement dated March 31, 2010 between Technology Research Corporation and the selling shareholders of Patco Electronics, Inc. **
10.5	Registration Rights Agreement dated March 31, 2010 between Technology Research Corporation and the selling shareholders of Patco Electronics, Inc. **
99.1	Press Release dated March 31, 2010 **
99.2	Financial statements listed in Item 9.01(a)***
99.3	Pro Forma financial information listed in Item 9.01(b)

* Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed March 3, 2010.

** Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed April 1, 2010.

*** Previously filed as an exhibit to the Company’s Current Report on Form 8-K/A filed April 12, 2010.

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 hereunto duly authorized.

TECHNOLOGY RESEARCH CORPORATION
Date: June 15, 2010	By: /s/ Thomas G. Archbold
	Name: Thomas G. Archbold
	Title: Chief Financial Officer

EX-99.3

Exhibit 99.3

TECHNOLOGY RESEARCH CORPORATION

Unaudited Pro Forma Condensed Combined Financial Statements

On March 31, 2010, Technology Research Corporation (the “Company”) acquired 100% of the common stock of Patco Electronics, Inc., (“Patco”). The acquisition was effective March 31, 2010 and the results of Patco have not been included in the Company’s results of operations for the year ended March 31, 2010. The following unaudited pro forma condensed combined financial statements have been prepared to give effect to the completed acquisition, which was accounted for using the purchase method of accounting.

The unaudited pro form condensed combined statements of income for the two years ended March 31, 2010 are presented herein. The Company’s consolidated balance sheet filed in the Company’s Annual Report on Form 10-K reflects the acquisition of Patco. The unaudited pro forma condensed combined statement of income for the two years ended March 31, 2010 combines the historical results of the Company and Patco, and gives effect to the acquisition as if it had occurred on April 1, 2009 and 2008, respectively.

The unaudited pro forma condensed combined financial statements presented are based on the assumptions and adjustments described in the accompanying notes. Unaudited pro forma results of operations, assuming the acquisition was consummated at the beginning of fiscal 2009 and 2010, are presented for illustrative purposes. The pro formas represent the historical results of the Company combined with those of Patco for the periods presented, adjusted for specific factually supportable items such as amortization of intangible assets. The pro forma results of operations do not include the costs of integration or any nonrecurring costs and are not necessarily indicative of either future results of operations or results that would have been achieved if the acquisition had been consummated at the beginning of the periods presented in the accompanying financial statements. The unaudited pro forma condensed combined financial statements, and accompanying notes, are based upon the respective historical consolidated and combined financial statements of the Company and Patco, and should be read in conjunction with the historical financial statements and related notes of the Company contained in the Company’s Annual Report on Form 10-K for the year ended March 31, 2010, as well as the historical financial statements and related notes of Patco, which were attached as Exhibit 99.2 to the Company’s current report on Form 8-K filed on April 12, 2010.

Technology Research Corporation

Unaudited Pro Forma Combined Statement of Income

Year Ended March 31, 2010

(in thousands, except share and per share amounts)

	TRC as reported		Patco	Pro Forma Adjustments			Pro forma Combined
Revenue
Commercial	$	14,709					14,709
Military		19,706	4,853				24,559
Royalty		418					418
Total Revenue		34,833	4,853	—			39,686
Cost of sales		21,196	2,446				23,642
Gross profit		13,637	2,407	—			16,044
Operating expenses:
Selling and marketing		2,444	—				2,444
General and administrative		3,896	378				4,274
Research and development		2,589	82				2,671
Acquisition related transaction costs		515		(515	)	(a)	—
Amortization of acquisition related intangibles		—		1,548		(b)	1,548
Total operating expenses		9,444	460	1,033			10,937
Income from operations		4,193	1,947	(1,033	)		5,107
Other income (expense):
Other income, net		29	3	(50	)	(c)	(18	)
Interest expense		—					—
Other income (expense), net		29	3	(50	)		(18	)
Income before income taxes		4,222	1,950	(1,083	)		5,089
Income tax expense		1,384	731	(583	)	(d)	1,532
Net income	$	2,838	1,219	(500	)		3,557
Basic shares		5,903		675		(e)	6,578
Basic EPS	$	0.48					0.54
Diluted shares		5,997		675		(e)	6,672
Diluted EPS	$	0.47					0.53

See accompanying notes to unaudited pro forma consolidated financial statements.

Technology Research Corporation

Unaudited Pro Forma Combined Statement of Income

Year Ended March 31, 2009

(in thousands, except share and per share amounts)

	TRC as reported			Patco	Pro Forma Adjustments			Pro forma Combined
Revenue
Commercial	$	18,582						18,582
Military		14,674		3,815				18,489
Royalty		477						477
Total Revenue		33,733		3,815	—			37,548
Cost of sales		22,266		2,029				24,295
Gross profit		11,467		1,786	—			13,253
Operating expenses:
Selling and marketing		2,899		—				2,899
General and administrative		4,627		351				4,978
Research and development		2,381		115				2,496
Acquisition related transaction costs		—			—			—
Amortization of acquisition related intangibles		—			1,548		(b)	1,548
Total operating expenses		9,907		466	1,548			11,921
Income from operations		1,560		1,320	(1,548	)		1,332
Other income (expense):
Other income, net		590		1	(50	)	(c)	541
Interest expense		(10	)					(10	)
Other income (expense), net		580		1	(50	)		531
Income before income taxes		2,140		1,321	(1,598	)		1,863
Income tax expense		500		490	(584	)	(d)	406
Net income	$	1,640		831	(1,014	)		1,457
Basic shares		5,891			675		(e)	6,566
Basic EPS	$	0.27						0.22
Diluted shares		5,897			675		(e)	6,572
Diluted EPS	$	0.27						0.22

See accompanying notes to unaudited pro forma consolidated financial statements.

TECHNOLOGY RESEARCH CORPORATION

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

1. Basis of Presentation

The unaudited pro forma condensed combined statement of income for the two years ended March 31, 2010 were prepared using the historical unaudited condensed consolidated statement of income of the Company for the two years ended March 31, 2010 as included in the Company’s Annual Report on Form 10-K for such periods and the unaudited management accounts of Patco for the two years ended March 31, 2010. In the opinion of management, the unaudited management accounts of Patco have been prepared on the same basis as the audited combined financial statements of Patco and include all adjustments, which consist only of normal recurring adjustments, necessary for the fair presentation of results of operations of Patco.

The unaudited pro forma condensed combined statement of income for the year ended March 31, 2010 was prepared using the historical audited consolidated statement of income of the Company for the year ended March 31, 2010 as included in the Company’s Annual Report on Form 10-K for such period, and the unaudited combined statement of income of Patco for the year ended March 31, 2010, which was derived by taking the audited statement of income for the year ended December 31, 2009 and subtracting the unaudited income statement for the three months ended March 31, 2009 and adding the unaudited income statement for the three months ended March 31, 2010. The derivation of the unaudited income statement of Patco for the year ended March 31, 2010 is as follows:

(in thousands)	Revenue			Income  from Continuing Operations
Year ended December 31, 2009	$	5,988		$	2,749
Deduct: Three months ended March 31, 2009		(1,532	)		(700	)
Add: Three months ended March 31, 2010		397			(102	)
Year ended March 31, 2010	$	4,853		$	1,947

The unaudited pro forma condensed combined statement of Patco income for the year ended March 31, 2009 was prepared using the historical audited consolidated statement of income of the Company for the year ended March 31, 2009 as included in the Company’s Annual Report on Form 10-K for such period, and the unaudited statement of income of Patco for the year ended March 31, 2009, which was derived by taking the audited statement of income for the year ended December 31, 2008 and subtracting the unaudited income statement for the

three months ended March 31, 2008 and adding the unaudited income statement for the three months ended March 31, 2009. The derivation of the unaudited income statement of Patco for the year ended March 31, 2009 is as follows:

(in thousands)	Revenue			Income  from Continuing Operations
Year ended December 31, 2008	$	3,044		$	826
Deduct: Three months ended March 31, 2008		(761	)		(206	)
Add: Three months ended March 31, 2009		1,532			700
Year ended March 31, 2010	$	3,815		$	1,320

2. Purchase Price Allocation

The preliminary allocation of the purchase price is based upon estimates of the assets and liabilities acquired in accordance with the relevant accounting guidance. The preliminary allocations may be reviewed when the Company completes its valuations. The acquisition of Patco is based on management’s consideration of past and expected future performance as well as the potential strategic fit with the long-term goals of the Company. The expected long-term growth, market position and expected synergies to be generated by Patco are the primary factors that gave rise to an acquisition price which resulted in the recognition of goodwill.

The following is a summary of the purchase price:

(in thousands)
Cash	$	5,000
Common Stock – 674,950 shares		2,426
Present value of contingent consideration		738
Purchase Price	$	8,164

The preliminary allocation of the aggregate purchase price of this acquisition is as follows:

(in thousands)
Goodwill	$	5,465
Identifiable intangible assets		3,584
Net assets acquired		(885	)
Purchase Price	$	8,164

Identifiable intangible assets primarily include employment agreements, backlog and trade secrets.

3. Pro Forma Adjustments

The following pro forma adjustments are based on preliminary estimates, which may change as additional information is obtained:

a. To reflect amortization of the acquired intangible assets.

b. To adjust for acquisition related transaction costs.

c. To reflect the estimated decrease in interest income earned on the cash paid for the acquisition as if the cash was not available for investment during the period.

d. To adjust income tax expense on adjusting entries.

e. To adjust the weighted average share calculation for shares issued as part of the acquisition.