10-K/A 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K X ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended May 31, 2000 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from to Commission File No. 0-12906 RICHARDSON ELECTRONICS, LTD. (Exact name of registrant as specified in its charter) Delaware 36-2096643 (State of incorporation or organization) (I.R.S. Employer Identification No.) 40W267 Keslinger Road, P.O. Box 393, LaFox, Illinois 60147-0393 (Address of principal executive offices) Registrant's telephone number including area code: (630) 208-2200 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.05 par value 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. [ ] As of August 24, 2000, there were outstanding 10,108,028 shares of Common Stock, $.05 par value, and 3,231,562 shares of Class B Common Stock, $.05 par value, which are convertible into Common Stock on a share for share basis, of the registrant and the aggregate market value of such shares, based on the reported last sale price of the Common Stock on such date, held by non-affiliates of the registrant was approximately $130,800,000. (Cover page continued) (1) Portions of the 2000 Annual Report to Stockholders of registrant for fiscal year ended May 31, 2000 are incorporated in Parts I, II, and IV of this Report. Portions of the registrant's Proxy Statement dated September 5, 2000 for the Annual Meeting of Stockholders scheduled to be held October 3, 2000, which will be filed pursuant to Regulation 14(A), are incorporated by reference in Part III of this Report. Except as specifically incorporated herein by reference, the above mentioned Annual Report to Stockholders and Proxy Statement are not deemed filed as part of this report. The exhibit index is located at pages 17 through 24. (2) 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. RICHARDSON ELECTRONICS, LTD. By:/s/ By:/s/ Edward J. Richardson, Bruce W. Johnson, Chairman of the Board and President and Chief Operating Chief Executive Officer Officer By:/s/ William J. Garry Senior Vice President and Date: August 30, 2000 Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ /s/ Edward J. Richardson, Chairman Bruce W. Johnson, President, of the Board, Chief Executive Chief Operating Officer, and Director Officer (principal executive officer) August 30, 2000 and Director August 30, 2000 /s/ /s/ William J. Garry, Senior Vice Arnold R. Allen, Director President and Chief Financial August 30, 2000 Officer (principal financial and accounting officer) and Director August 30, 2000 /s/ /s/ Jacques Bouyer, Director Scott Hodes, Director August 30, 2000 August 30, 2000 /s/ /s/ Ad Ketelaars, Director John Peterson, Director August 30, 2000 August 30, 2000 /s/ /s/ Harold L. Purkey, Director Samuel Rubinovitz, Director August 30, 2000 August 30, 2000