U. S. Securities and Exchange Commission
Washington, D. C. 20549
Second Amended
Form 10-KSB/A
Dated November 22, 2005
(Mark One)
(X) ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934 (Fee Required)
For the fiscal year ended November 30, 2004
(_) TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (No Fee Required)
For the transition period from ________ to ________
Commission file number 0-5109
MICROPAC INDUSTRIES, INC.
DELAWARE 75-1225149
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
905 E. WALNUT STREET 75040
GARLAND, TEXAS (Zip Code)
Issuer's telephone number (972) 272-3571
Securities to be registered under Section 12 (b) of the Act:
Title of each class Name of each exchange on which registered
________________________________ _________________________________________
________________________________ _________________________________________
Securities to be registered under Section 12 (g) of the Act:
COMMON STOCK $.10 par value
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Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
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Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in any definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]
Revenues for its most recent fiscal year: $15,356,000
Based on approximately 22,544 shares publicly traded during November 2004, the
aggregate market value of the voting common stock held by non-affiliates of the
registrant (based on the average of the bid and asked prices reported on the
Over-the-Counter ("OTC") Bulletin Board system on November 30, 2004 was
approximately $2,660,000. For purposes of such calculation, shares of Common
Stock held by each executive officer and director and by each person who owns
more than 5% of the outstanding Common Stock have been excluded in that such
persons may be deemed to be affiliates. This determination of affiliate status
is not necessarily a conclusive determination for other purposes.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
The number of shares outstanding of the issuer's only class of common equity, as
of the latest practicable date was 2,578,315 as of November 30, 2004.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive Proxy Statement dated January 28, 2005
for the Annual Meeting of Shareholders to be held on March 4, 2005 (the "Proxy
Statement") are incorporated by reference into Part III of this Form 10-KSB.
EXPLANATORY NOTE TO AMENDMENT NO. 2 ON FORM 10-KSB/A
This is Amendment No. 2 to the Registrant's annual report on Form
10-KSB for the year ended November 30, 2004, which was originally filed with the
Securities and Exchange Commission on January 31, 2005 as amended by Amendment
No. 1 filed with the Securities and Exchange Commission on August 22, 2005. This
Amendment No. 2 is being filed in response to comments provided by the SEC staff
in a Comment Letter dated November 9, 2005.
Cover Page has been revised to reflect the aggregate market value of
the voting common stock held by non-affiliates of the registrant.
Item 8A, "Controls and Procedures" of the Form 10-KSB has been modified
or revised in this Amendment No. 2 to reflect modifications and/or additional
information requested in the SEC Comment Letter.
Item 14, Exhibits and Reports has been modified or revised in this
Amendment No. 2 to reflect modifications and/or additional information requested
in the SEC Comment Letter.
This Amendment No. 2 does not modify or update disclosures presented in
the original Form 10-KSB, except as required to reflect the modifications or
additional information in Item 8A, "Controls and Procedures" and Item 14,
Exhibits and Reports requested in the SEC Comment Letter. Accordingly, this
Amendment No. 2 should be read in conjunction with the Company's filings made
with the Securities and Exchange Commission subsequent to the original filing
date of the Form 10-KSB, including Amendment No. 1 to its Annual Report on Form
10-KSB for the year ended November 30, 2004 (which was filed with the Securities
and Exchange Commission on January 31, 2005) to expand disclosures, add items
that were incorporated by reference, and add exhibits which was filed with the
Securities and Exchange Commission on August 22, 2005.
Item 8A. Controls and Procedures
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The Company maintains disclosure controls and procedures designed to ensure that
information required to be disclosed in reports filed under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the specified time periods. Disclosure controls are also
designed with the objective of ensuring that this information is accumulated and
communicated to our management, including our chief executive officer and chief
financial officer, as appropriate to allow timely decisions regarding required
disclosure. As of the end of the period covered by this report, the Company's
management, including the Chief Executive Officer and Chief Financial Officer,
evaluated the effectiveness of the Company's disclosure controls and procedures.
Based on the evaluation, which disclosed no significant deficiencies or material
weaknesses, the Chief Executive Officer and Chief Financial Officer each
concluded that the Company's disclosure controls and procedures are effective.
Item 14. Exhibits and Reports on Form 8-K
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(a) Exhibits
10.1 Document of Understanding between Advanced Energy Industries
and affiliates.
10.2 Promissory Note
10.3 Employment Agreement Of Chief Executive Officer
10.4 Employment Agreement of Chief Financial Officer
10.5 Employment Agreement of Chief Operating Officer
10.7 Shareholder Agreement
10.8 Ancillary Agreement dated February 19, 1987 by and between the
Company, the Hempels and the Proxy Holders
10.10 Consent of Independent Third Party on Stock Purchase
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.
MICROPAC INDUSTRIES, INC.
By: /s/ Mark King
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Mark King, President
and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Patrick Cefalu
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Patrick Cefalu, CFO and
Principal Accounting Officer
Dated: 11/22/2005