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):    April 28, 2010

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 2.02 Results of Operations and Financial Condition.

Park Electrochemical Corp. (the "Company") issued a news release on April 28, 2010 reporting its results of operations for its 2010 fiscal year fourth quarter and for its full fiscal year ended February 28, 2010. 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 9.01 Financial Statements and Exhibits.

(c) Exhibits.

99.1  News Release dated April 28, 2010

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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:  April 28, 2010	By:	s/s David R. Dahlquist
	Name:	David R. Dahlquist
	Title:	Vice President and Chief Financial  Officer

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EXHIBIT INDEX

Number Exhibit	Description	Page
99.1	News Release dated April 28, 2010	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 FOURTH QUARTER AND
FISCAL YEAR RESULTS

Melville, New York, April 28, 2010…..Park Electrochemical Corp. (NYSE-PKE) reported net sales of $50,383,000 for the fourth quarter ended February 28, 2010 compared to net sales of $35,497,000 for the fourth quarter ended March 1, 2009.  Park’s net sales for the fiscal year ended February 28, 2010 were $175,686,000 compared to net sales of $200,062,000 for the fiscal year ended March 1, 2009.

Park reported net earnings before special items of $8,206,000 for the fourth quarter ended February 28, 2010 compared to net earnings from continuing operations before special items of $2,861,000 for the fourth quarter of last year.  In the fourth quarter ended February 28, 2010, the Company recorded a net income tax benefit of $2,155,000 related to certain one-time items.  In the fourth quarter ended March 1, 2009, the Company recorded one-time pre-tax charges of $5,687,000 related to restructurings and asset impairments and recognized tax benefits of $1,235,000 related to those charges and a tax benefit of $4,677,000 related to the adjustment of certain valuation allowances. Additionally, during the fourth quarter ended March 1, 2009, the Company recorded a discontinued operations benefit of $16,486,000 related to the elimination of a liability from discontinued operations of its Dielektra GmbH subsidiary located in Germany.

Accordingly, net earnings were $10,361,000 for the fourth quarter ended February 28, 2010 compared to net earnings from continuing operations of $3,086,000 and net earnings of $19,572,000 for last year’s fourth quarter.

For the year ended February 28, 2010, Park reported net earnings before special items of $23,204,000 compared to net earnings from continuing operations before special items of $18,859,000 for the prior fiscal year.  In the year ended February 28, 2010, the Company recorded the net income tax benefit of $2,155,000 mentioned above.  During the 2009 fiscal year, the Company recorded a one-time pre-tax charge of $570,000 related to restructurings at certain of the Company’s North American and European business units and the one-time pre-tax charges of $5,687,000 related to the restructurings and asset impairments mentioned above and recognized the related tax benefits of $1,235,000 mentioned above and the tax benefit of $4,677,000 related to the adjustment of valuation allowances mentioned above. Additionally, during the 2009 fiscal year, the Company recorded the discontinued operations benefit of $16,486,000 mentioned above.

Accordingly, net earnings were $25,359,000 for the year ended February 28, 2010 compared to net earnings from continuing operations of $18,514,000 and net earnings of $35,000,000 for the year ended March 1, 2009.

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Park reported diluted earnings per share before special items of $0.40 for the fourth quarter ended February 28, 2010 compared to diluted earnings per share from continuing operations before special items of $0.14 for last year’s fourth quarter.  Diluted earnings per share were $0.50 for the quarter ended February 28, 2010 compared to diluted earnings per share from continuing operations of $0.15 and diluted earnings per share of $0.96 for last year’s fourth quarter.

For the fiscal year ended February 28, 2010, Park reported diluted earnings per share before special items of $1.13 compared to diluted earnings per share from continuing operations before special items of $0.92 for the prior fiscal year.  Diluted earnings per share were $1.23 for the year ended February 28, 2010 compared to diluted earnings per share from continuing operations of $0.90 and diluted earnings per share of $1.71 for the prior fiscal year.

The gross profits as percentages of sales were 35.1% and 29.4%, respectively, for the fourth quarter and year ended February 28, 2010 compared to 22.9% and 21.7%, respectively, for last year’s fourth quarter and year ended March 1, 2009.  Interest income for the fourth quarter ended February 28, 2010 was $57,000 compared to interest income of $1,633,000 for last year’s fourth quarter.  Interest income for the year ended February 28, 2010 was $1,062,000 compared to $6,648,000 for the prior fiscal year.

The Company will conduct a conference call to discuss its financial results at 11:00 a.m. EDT 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 71470955.

For those unable to listen to the call live, a conference call replay will be available from approximately 2:00 p.m. EDT on Wednesday, April 28, 2010 through 11:59 p.m. EDT on Monday, May 3, 2010.  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 71470955 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 believes that an evaluation of its ongoing operations would be difficult if the disclosure of its financial results were limited to generally accepted accounting principles (“GAAP”) financial measures, which include special items, such as tax benefits, restructuring charges, asset impairments and adjustments of valuation allowances. Accordingly, in addition to disclosing its financial results determined in accordance with GAAP, Park discloses non-GAAP operating results that exclude special items in order to assist its shareholders and other readers in assessing the Company’s operating performance, since the Company’s on-going, normal business operations do not include such special items. The detailed operating information presented below reconciles the non-GAAP operating results before special items to earnings determined in accordance with GAAP. Such non-GAAP financial measures are provided to supplement the results provided in accordance with GAAP.

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 design and manufacture 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 website at www.parkelectro.com.

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

	13 Weeks Ended 2/28/10		13 Weeks Ended 3/01/09		52 Weeks Ended 2/28/10		52 Weeks Ended 3/01/09
Basic Earnings Per Share:
Earnings from Continuing Operations	$	0.50	$	0.15	$	1.24	$	0.90
Discontinued Operations		-		0.81		-		0.81
	$	0.50	$	0.96	$	1.24	$	1.71
Earnings from Continuing Operations before Special Items:	$	0.40	$	0.14	$	1.13	$	0.92
Weighted Average Shares Outstanding		20,541		20,471		20,522		20,441
Diluted Earnings Per Share:
Earnings from Continuing Operations	$	0.50	$	0.15	$	1.23	$	0.90
Discontinued Operations		-		0.81		-		0.81
	$	0.50	$	0.96	$	1.23	$	1.71
Earnings from Continuing Operations before Special Items	$	0.40	$	0.14	$	1.13	$	0.92
Weighted Average Shares Outstanding		20,579		20,483		20,547		20,486

The comparative balance sheets (in thousands):

	2/28/10		3/01/09
Assets
Current Assets
Cash and Marketable Securities	$	237,840	$	225,294
Accounts Receivable, Net		31,698		22,433
Inventories		11,973		10,677
Other Current Assets		1,167		5,527
Total Current Assets		282,678		263,931
Fixed Assets, Net		44,905		48,777
Other Assets		15,521		14,871
Total Assets	$	343,104	$	327,579
Liabilities and Stockholders' Equity
Current Liabilities
Accounts Payable	$	10,201	$	8,480
Accrued Liabilities		7,301		11,425
Income Taxes Payable		4,140		4,381
Total Current Liabilities		21,642		24,286
Deferred Income Taxes		1,398		3,927
Other Liabilities		3,966		3,657
Total Liabilities		27,006		31,870
Stockholders’ Equity		316,098		295,709
Total Liabilities and Stockholders' Equity	$	343,104	$	327,579
Equity Per Share	$	15.40	$	14.45

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Detailed operating information (in thousands – unaudited):

	13 Weeks			13 Weeks			52 Weeks			52 Weeks
	Ended			Ended			Ended			Ended
	2/28/10			3/1/09			2/28/10			3/1/09
Net Sales	$	50,383		$	35,497		$	175,686		$	200,062
Cost of Sales		32,698			27,385			124,084			156,638
%		64.9	%		77.1	%		70.6	%		78.3	%
Gross Profit		17,685			8,112			51,602			43,424
%		35.1	%		22.9	%		29.4	%		21.7	%
Selling, General and Administrative Expenses		7,232			6,091			24,480			24,806
%		14.4	%		17.2	%		14.0	%		12.4	%
Earnings from Operations		10,453			2,021			27,122			18,618
%		20.7	%		5.7	%		15.4	%		9.3	%
Interest Income		57			1,633			1,062			6,648
%		0.2	%		4.6	%		0.6	%		3.3	%
Earnings Before Income Taxes		10,510			3,654			28,184			25,266
%		20.9	%		10.3	%		16.0	%		12.6	%
Income Tax Provision		2,304			793			4,980			6,407
Effective Tax Rate		21.9	%		21.7	%		17.7	%		25.4	%
Net Earnings before Special Items		8,206			2,861			23,204			18,859
%		16.3	%		8.1	%		13.2	%		9.4	%

Special Items:
Restructuring Charges		-			1,720			-			2,290
Impairment Charge		-			3,967			-			3,967
Pre-Tax Special Items		-			5,687			-			6,257
Income Tax Provision (Benefit)		(2,155	)		(1,235	)		(2,155	)		(1,235	)
Valuation Allowance Adjustment		-			(4,677	)		-			(4,677	)
After-Tax Special Items		(2,155	)		(225	)		(2,155	)		345
After Special Items:
Earnings (loss) from Continuing Operations before Income Taxes		10,510			(2,033	)		28,184			19,009
Income Tax Provision (Benefit)		149			(5,119	)		2,825			495
Net Earnings from Continuing Operations		10,361			3,086			25,359			18,514
Discontinued Operations Benefit		-			16,486			-			16,486
Net Earnings	$	10,361		$	19,572		$	25,359		$	35,000
%		20.6	%		55.1	%		14.4	%		17.5	%

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