8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 22, 2009

PARK ELECTROCHEMICAL CORP.

(Exact Name of Registrant as Specified in Charter)

New York	1-4415	11-1734643
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

48 South Service Road, Melville,	New York	11747
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code (631) 465-3600

Not Applicable

Former Name or Former Address, if Changed Since Last Report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ 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 (17 CFR 240.14a-12)

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

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

Item 2.02Results of Operations and Financial Condition.

  Park Electrochemical Corp. (the "Company") issued a news release on December 22, 2009 reporting its results of operations for its 2010 fiscal year third quarter ended November 29, 2009. The Company is furnishing the news release to the Securities and Exchange Commission pursuant to Item 2.02 of Form 8-K as Exhibit 99.1 hereto.

Item 9.01Financial Statements and Exhibits.

(c)    Exhibits.

 99.1  News Release dated December 22, 2009

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PARK ELECTROCHEMICAL CORP.
Date:  December 22, 2009		By:	/s/ P. Matthew Farabaugh
		Name:	P. Matthew Farabaugh
		Title:	Vice President and Controller

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EXHIBIT INDEX

Number Exhibit	Description	Page
99.1	News Release dated December 22, 2009	5

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EX-99.1

Exhibit 99.1

	NEWS RELEASE
Contact: Martina Bar Kochva	48 South Service Road
	Melville, NY 11747
	(631) 465-3600

PARK ELECTROCHEMICAL CORP. REPORTS THIRD QUARTER RESULTS

Melville, New York, December 22, 2009......Park Electrochemical Corp. (NYSE-PKE) reported sales of $46,088,000 for its 2010 fiscal year third quarter ended November 29, 2009 compared to sales of $49,166,000 for last fiscal year’s third quarter ended November 30, 2008.  Park’s sales for the first nine months were $125,303,000 compared to sales of $164,565,000 for last year’s first nine months.

Park reported net earnings of $7,169,000 for the third quarter ended November 29, 2009 compared to net earnings before special items of $3,504,000 for the third quarter of last year. In the third quarter ended November 30, 2008, the Company recorded a charge of $570,000 for restructurings at certain of the Company’s North American and European business units. Accordingly, net earnings were $2,934,000 for the third quarter ended November 30, 2008.

For the nine months ended November 29, 2009, Park reported net earnings of $14,998,000 compared net earnings before special items of $15,998,000 for last year’s nine-month period. During the fiscal year 2009 first nine-months, the Company recorded the charge of $570,000 for the restructurings mentioned above. Accordingly, net earnings were $15,428,000 for last year’s first nine-month period.

Park's basic and diluted earnings per share were $0.35 and $0.73, respectively, for the third quarter and nine-month period ended November 29, 2009 compared to diluted earnings per share before special items of $0.17 and $0.78, respectively, for the third quarter and nine-month period ended November 30, 2008 The diluted earnings per share after special items were $0.14 and $0.75, respectively, for the third quarter and nine-month period ended November 30, 2008.

The gross profit as a percentage of sales was 29.9% and 27.1%, respectively, for the third quarter and nine-month period ended November 29, 2009 compared to 19.9% and 21.5%, respectively, for last year’s third quarter and nine-month period. Interest income was $112,000 and $1,005,000, respectively, for the third quarter and nine-month period ended November 29, 2009 compared to $1,651,000 and $5,015,000, respectively, for last year’s third quarter and nine-month period. The Company’s effective tax rate for the third quarter ended November 29, 2009 was 7.4% compared to 33.0% before special items for the prior year’s third quarter.

The Company will conduct a conference call to discuss its financial results at 11:00 a.m. EST today. Forward-looking and other material information may be discussed in this conference call. The conference call dial-in number is (877) 685-2329 in the United States and Canada and (706) 634-2174 in other countries and the required passcode is 47382546.

For those unable to listen to the call live, a conference call replay will be available from approximately 2:00 p.m. EST today through 11:59 p.m. EST on Sunday, December 27, 2009. The conference call replay can be accessed by dialing (800) 642-1687 in the United States and Canada and (706) 645-9291 in other countries and entering passcode 47382546 or on the Company's web site at www.parkelectro.com/investor/investor.html. 

Any additional material financial or statistical data disclosed in the conference call will also be available at the time of the conference call on the Company’s web site at www.parkelectro.com/investor/investor.html.  

Park Electrochemical Corp. is a global advanced materials company which develops and manufactures high-technology digital and RF/microwave printed circuit materials principally for the telecommunications and internet infrastructure and high-end computing markets and advanced composite materials, parts and assemblies principally for the aerospace markets. Park’s core capabilities are in the areas of polymer chemistry formulation and coating technology. Park also specializes in the manufacture and design of complex composite aircraft and space vehicle parts. The Company’s manufacturing facilities are located in Singapore, China, France, Connecticut, Kansas, Arizona, California and Washington.

Additional corporate information is available on the Company’s web site at www.parkelectro.com. 

The performance table (in thousands, except per share amounts–unaudited):

	13 Weeks Ended					39 Weeks Ended
	11/29/09		11/30/08			11/29/09		11/30/08
Sales	$	46,088	$	49,166		$	125,303	$	164,565
Net Earnings before Special Items	$	7,169	$	3,504		$	14,998	$	15,998
Special Items		-		(570	)		-		(570	)
Net Earnings	$	7,169	$	2,934		$	14,998	$	15,428
Basic and Diluted Earnings Per Share:
Basic Earnings before  Special Items	$	0.35	$	0.17		$	0.73	$	0.78
Special Items		-		0.03			-		0.02
Basic Earnings Per Share	$	0.35	$	0.14		$	0.73	$	0.76
Diluted Earnings before Special Items	$	0.35	$	0.17		$	0.73	$	0.78
Special Items		-		0.03			-		0.03
Diluted Earnings per Share	$	0.35	$	0.14		$	0.73	$	0.75
Weighted Average Shares Outstanding:
Basic		20,540		20,471			20,515		20,432
Diluted		20,573		20,512			20,536		20,487

The comparative balance sheets (in thousands):

	11/29/09		3/01/09
	(unaudited)
Assets
Current Assets
Cash and Marketable Securities	$	234,401	$	225,294
Accounts Receivable, Net		27,291		22,433
Inventories		10,717		10,677
Other Current Assets		3,421		5,527
Total Current Assets		275,830		263,931
Fixed Assets, Net		45,156		48,777
Other Assets		15,863		14,871
Total Assets	$	336,849	$	327,579
Liabilities and Stockholders' Equity
Current Liabilities
Accounts Payable	$	9,670	$	8,480
Accrued Liabilities		8,852		11,425
Dividends Payable		-		-
Income Taxes Payable		3,866		4,381
Total Current Liabilities		22,388		24,286
Deferred Income Taxes		3,722		3,927
Other Liabilities		2,758	3,657
Total Liabilities		28,868		31,870
Stockholders’ Equity		307,981		295,709
Total Liabilities and Stockholders' Equity	$	336,849	$	327,579
Equity Per Share	$	14.99	$	14.45

Detailed operating information (in thousands – unaudited):

	13 Weeks Ended						39 Weeks Ended
	11/29/09			11/30/08			11/29/09			11/30/08
Net Sales	$	46,088		$	49,166		$	125,303		$	164,565
Cost of Sales		32,327			39,380			91,386			129,253
%		70.1	%		80.1	%		72.9	%		78.5	%
Gross Profit		13,761			9,786			33,917			35,312
%		29.9	%		19.9	%		27.1	%		21.5	%
Selling, General and Administrative
Expenses		6,128			6,211			17,248			18,715
%		13.3	%		12.6	%		13.8	%		11.4	%
Earnings from Operations		7,633			3,575			16,669			16,597
%		16.6	%		7.3	%		13.3	%		10.1	%
Other Income		112			1,651			1,005			5,015
%		0.2	%		3.3	%		0.8	%		3.0	%
Earnings Before Income Taxes		7,745			5,226			17,674			21,612
%		16.8	%		10.6	%		14.1	%		13.1	%
Income Tax Provision		576			1,722			2,676			5,614
Effective Tax Rate		7.4	%		33.0	%		15.1	%		26.0	%
Net Earnings before Special Items		7,169			3,504			14,998			15,998
%		15.6	%		7.1	%		12.0	%		9.7	%
Special Items:
Restructuring Charge					570						570
%					1.2	%					0.3	%
Income Tax Provision					-						-
Effective Tax Rate					-						-
After- Tax Special Items					570						570
%					1.2	%					0.3	%
After Special items
Earnings before Income Taxes		7,745			4,656			17,674			21,042
%		16.8	%		9.5	%		14.1	%		12.8	%
Income Tax Provision		576			1,722			2,676			5,614
Effective Tax Rate		7.4	%		37.0	%		15.1	%		26.7	%
Net Earnings		7,169			2,934			14,998			15,428
%		15.6	%		6.0	%		12.0	%		9.4	%

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