UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
Amendment No. 2

 
[X]
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED:  MAY 31, 2009
Commission File Number   001-12810

Hi-Shear Technology Corporation

Delaware
22-2535743
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

24225 Garnier Street, Torrance, CA  90505-5355
(310) 784-2100
(Address of principal executive offices)
(Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act:
COMMON STOCK
NYSE Amex
(Title of each class)
(Name of each exchange on which registered)

Securities registered under Section 12(g) of the Exchange Act:
(Title of each class)
NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
[  ] Yes   [X] No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
[  ] Yes   [X] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [ ]   No  [ ]

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  [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained in this form, and no disclosure will 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.  ( X )

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non–accelerated filer, or a smaller reporting company.

Large accelerated filer  [  ]
Accelerated filer  [  ]
Non-accelerated filer  [  ]
Smaller reporting company  [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ]  No  [X]

The aggregate value of the Company's Common Stock held by non-affiliates of the Company was approximately $17,501,945 as of November 30, 2008, based upon the closing sale price on the New York Stock Exchange Amex Equities on that date at which the stock was last sold. There were approximately 6,832,416 shares of the Company's Common Stock issued and outstanding as of July 22, 2009.

DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the Company’s Proxy Statement filed with the U.S. Securities and Exchange Commission, or SEC, on September 9, 2009, pursuant to Rule 14a-6 under the Securities Exchange Act of 1934, as amended, in connection with the Company’s 2009 Annual Meeting of Stockholders are incorporated by reference in Part III, Items 9-14 of this Annual Report on Form 10-K.

 
 
 

EXPLANATORY NOTE


The Company is filing this Amendment No. 2 (this “Amendment No. 2”) to its Annual Report on Form 10-K for the year ended May 31, 2009 (the “Annual Report”), filed with the Securities and Exchange Commission (the “Commission”) on August 5, 2009 and its Amendment No. 1 to the Annual Report (“Amendment No. 1”), filed with the Commission on September 21, 2009.  This Amendment No. 2 to Item 15 of Part IV of the Form 10-K is being filed in order to furnish certain exhibits which were inadvertently omitted from Amendment No. 1 as a result of a technological problem with the Company’s EDGAR filing software.

 
 
 


 
HI-SHEAR TECHNOLOGY CORPORATION
 INDEX TO FORM 10-K/A
 For the Year Ended May 31, 200 9

   
Page
 
ITEM 15. Exhibits and Financial Statement Schedules
 
1
Signatures
 
2
EX-3.1
   
EX-4.1
   
EX-10.1.1
   
EX-10.6.4.2
   
EX-23.1
   
EX-31.1
   
EX-31.2
   
EX-32.1
   
EX-32.2
   

 
 
 



ITEM 15. Exhibits, Financial Statement Schedules

EXHIBIT INDEX
EXHIBIT NUMBER
DESCRIPTIONS
SEQUENTIALLY NUMBERED
3.1
Certificate of Incorporation, as amended
3.2
Amended and Restated Bylaws (16)
4.1
Form of Common Stock
10.1.1
1993 Stock Option Plan
10.1.2
2006 Stock Award Plan (16)
10.2.3
Consulting Agreement with Thomas R. Mooney (14)
10.3.3
Employment Agreement with George W. Trahan (14)
10.3.4
Employment Agreement with George W. Trahan (16)
10.4.1
Torrance Property Lease (3)
10.4.1.1
Torrance Property Lease Amendment #1 (9)
10.4.1.2
Torrance Property Lease Amendment #2 (12)
10.5.1
Form of Buy/Sell Agreement (3)
10.6
Southern California Bank Credit Facility (now   U.S. Bank) (1)
10.6.1
Promissory Note Relating to U.S. Bank Credit Facility (2)
10.6.2
Promissory Note Related to U.S. Bank Credit Facility (4)
10.6.3
Promissory Note and Amendment Relating to U.S. Bank Credit Facility (4)
10.6.3.1
Amendments to Promissory Notes Relating to U.S. Bank Credit Facility (5)
10.6.3.2
Amendments to Promissory Notes Relating to U.S. Bank Credit Facility (8)
10.6.3.3
Amendment to Promissory Note Relating to U.S. Bank Credit Facility (9)
10.6.3.4
Amendment to Promissory Note Relating to U.S. Bank Credit Facility (10)
10.6.3.5
Amendment to Promissory Note Relating to U.S. Bank Credit Facility (13)
10.6.3.6
Amendment to Promissory Note Relating to U.S. Bank Credit Facility (14)
10.6.4
Term Note Related to U.S. Bank Credit Facility (8)
10.6.4.1
Term Note Related to U.S. Bank Credit Facility (13)
10.6.4.2
Term Note Related to U.S. Bank Credit Facility
10.7
Revolving Credit Note (15)
10.7.1
Amendment to Revolving Credit Agreement and Loan Documents (15)
16.2
Letter on Change in Certifying Accountant (6)
16.3
Letter on Change in Certifying Accountant (7)
20
Form 8-K/A filed August 8, 2003 (9)
23.1
Consent of Raimondo Pettit Group
31.1
Rule 13a-14(a) Certification of the Chief Executive Officer
31.2
Rule 13a-14(a) Certification of the Chief Financial Officer
32.1
Section 1350 Certification of the Chief Executive Officer
32.2
Section 1350 Certification of the Chief Financial Officer

 (1)
Previously filed and incorporated by reference to the Company's Form 10-KSB filed with the Securities and Exchange Commission on August 12, 1998.
(2)
Previously filed and incorporated by reference to the Company's Form 10-KSB filed with the Securities and Exchange Commission on August 17, 1999.
(3)
Previously filed and incorporated by reference to the Company's Form 10-KSB filed with the Securities and Exchange Commission on August 24, 2000.
(4)
Previously filed and incorporated by reference to the Company's Form 10-KSB filed with the Securities and Exchange Commission on October 10, 2002.
(5)
Previously filed and incorporated by reference to the Company's Form 10-KSB filed with the Securities and Exchange Commission on August 29, 2002.
(6)
Previously filed and incorporated by reference to Exhibit 16.2 to Form 8-K/A filed with the Securities and Exchange Commission on January 24, 2003.
(7)
Previously filed and incorporated by reference to Exhibit 16.3 to Form 8-K/A filed with the Securities and Exchange Commission on August 8, 2003.
(8)
Previously filed and incorporated by reference to the Company's Form 10-KSB filed with the Securities and Exchange Commission on September 19, 2003.
(9)
Previously filed and incorporated by reference to the Company's Form 10-KSB filed with the Securities and Exchange Commission on August 30, 2004.
(10)
Previously filed and incorporated by reference to the Company's Form 10-KSB filed with the Securities and Exchange Commission on September 13, 2005.
(11)
Previously filed and incorporated by reference to the Company's Form 10-KSB filed with the Securities and Exchange Commission on July 28, 2006.
(12)
Previously filed and incorporated by reference to the Company's Form 10-QSB filed with the Securities and Exchange Commission on January 16, 2007.
(13)
Previously filed and incorporated by reference to the Company's Form 10-QSB filed with the Securities and Exchange Commission on April 13, 2007.
(14)
Previously filed and incorporated by reference to the Company's Form 10-KSB filed with the Securities and Exchange Commission on August 10, 2007.
(15)
Previously filed and incorporated by reference to the Company's Form 10-KSB filed with the Securities and Exchange Commission on August 29, 2008.
(16)
Previously filed and incorporated by reference to the Company's Form 10-K/A filed with the Securities and Exchange Commission on September 21, 2009.


1
 
 
 

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
HI-SHEAR TECHNOLOGY CORPORATION
       
Date:  September 25, 2009
By:
/s/ George W. Trahan
 
   
George W. Trahan
 
   
President, Chief Executive Officer and Chairman
 

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date:   September 25, 2009
By:
/s/ George W. Trahan
 
   
George W. Trahan
 
   
President, Chief Executive Officer and Chairman
 
       
 
By:
/s/ Jan L. Hauhe
 
   
Jan L. Hauhe
 
   
Chief Financial Officer
 
       
 
By:
/s/ Jack Bunis
 
   
Jack Bunis
 
   
Director
 
       
 
By:
/s/ Lawrence Moreau
 
   
Lawrence Moreau
 
   
Director
 
       
 
By:
/s/ John Zaepfel
 
   
John Zaepfel
 
   
Director
 


2
 
 
 

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