---

---

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

---

FORM 10-K/A

(Mark One)

|/ / | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE YEAR ENDED DECEMBER 31, 2001
|--- | -------------------------------------------------------------------------------------------------------------------------

OR

|/ / | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------

COMMISSION FILE NUMBER:

---

TRIPATH TECHNOLOGY INC.(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of
incorporation or organization)

77-0407364(I.R.S. Employer
Identification Number)3900 Freedom Circle
Santa Clara, CA 95054
(408) 567-3000(Address, including zip code, or registrant's principal executive offices
and telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 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 / /    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. / /

The
aggregate market value of voting stock held by non-affiliates of the Registrant was approximately $47,511,158 as of February 15, 2002, based upon the closing price
on the Nasdaq National Market reported for such date. This calculation does not reflect a determination that certain persons are affiliates of the Registrant for any other purpose. The number of
shares outstanding of the Registrant's common stock on February 15, 2002 was 27,305,263 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Certain Exhibits filed with the Registrant's Registration Statement on Form S-1 (Registration No. 333-35028),as amended are
incorporated herein by reference into Part IV of this Form 10-K Report.

---

---

---



PART III

ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT

Our directors, and their ages as of December 31, 2001, are as follows:

Tsuyoshi Taira

62Y.S. Fu

53


Tsuyoshi Tairahas served as a director of our company since 1995. Since 1996, Mr. Taira has served as the Chief Executive Officer
of Tazan International Inc. Prior to his present position, Mr. Taira served as Chairman of Sanyo Semiconductor Corporation. Mr. Taira holds a B.S. in Electrical Engineering from Tokyo Metropolitan
University.

Y.S. Fuhas served as a director of our company since 2002. Mr. Fu is currently President of Wyse Technology (Taiwan) Ltd. a position he
has held since 1998. He was previously President of WK Technology Investment Co., the largest high-technology investment firm in Taiwan, and has held positions with Logitec Far East Ltd., Qume and
Texas Instruments. Mr. Fu has a degree in mechanical engineering from Chung-Yuan Christian University and an MBA from West Coast University.

There
is currently one vacancy on the Board. Prior to the company's annual stockholder meeting, the Board is expected to approve the nomination of four directors, who the Board will
recommend that the stockholders elect at the meeting.

The
required information concerning executive officers of the Company is contained in the section entitled "Executive Officers of the Registrant" in Part I of this
Form 10-K.

Section 16(a)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") requires the Company's Executive Officers and Directors and persons who own more than ten
percent (10%) of a registered class of the Company's equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission (the "Commission") and the
National Association of Securities Dealers, Inc. Executive Officers, Directors and greater than ten percent (10%) stockholders are required by Commission regulation to furnish the Company with
copies of all Section 16(a) forms they file. The Company believes that all Executive Officers and Directors of the Company complied with all applicable filing requirements during the fiscal
year ended December 31, 2001.

ITEM 11. EXECUTIVE COMPENSATION

In fiscal year 2001, we paid an aggregate $1,099,722 in cash compensation to the directors and officers named under the caption "Executive Officers, Key Employees
and Directors" as a group.

As
of December 31, 2001, our directors and officers, as a group, held options to purchase a total of 3,181,789 shares of common stock, at exercise prices ranging from
$0.2034 to $12.00 per share. These options are scheduled to expire on various dates between January 27, 2007 and October 1, 2011.

1

---

SUMMARY COMPENSATION TABLE

The following table sets forth all compensation awarded to, earned by, or paid to our Chief Executive Officer and the other four most highly paid executive
officers, each of whose total cash compensation exceeded $100,000 during the years ended December 31, 2000 and 2001.

|                                                                          |  |           |  |    |                 |  |    | Long-Term
Compensation
|------------------------------------------------------------------------- |  | --------- |  | -- | --------------- |  | -- | ----------------------
|
|
|
|Adya S. Tripathi
Chief Executive Officer                                  |  | 2001
2000 |  | $$ | 360,000
358,875 |  | $$ | 61,182
1,335,401      
|John DiPietro
Chief Financial Officer                                     |  | 2001
2000 |  | $$ | 175,000
155,152 |  | $$ | 4,300
25,000          
|Naresh Sharma
Vice President of Operations                                |  | 2001
2000 |  | $$ | 140,346
125,000 |  | $$ | 0
0                   
|Alan J. Soucy
Vice President of Sales, Advanced Products and Applications |  | 2001
2000 |  | $$ | 200,000
198,875 |  | $$ | 0
5,000               
|Korhan Titizer
Vice President of Engineering                              |  | 2001
2000 |  | $$ | 133,887
0       |  | $$ | 25,000
0              

---

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth information with respect to stock options granted during fiscal year 2001 to each of the executive officers named in the summary
compensation table during the fiscal year ended December 31, 2001. The percentage of total options granted to our employees in the last fiscal year is based on options granted to purchase an
aggregate of 5,815,190 shares of common stock during fiscal 2001. We have never granted any stock appreciation rights.

The
exercise prices present our board's estimate of the fair market value of the common stock on the grant date. In establishing these prices, our board considered many factors,
including our financial condition and operating results, transactions involving the issuances of shares of our preferred stock, the senior rights and preferences accorded issued shares of preferred
stock, and the market for comparable stock.

The
amounts shown as potential realizable value represent hypothetical gain that could be achieved for the respective options if exercised at the end of the option term. These amounts
represent assumed rates of appreciation in the value of our common stock from the fair market value at the date of grant. The 5% and the 10% assumed annual rates of compounded stock price appreciation
are mandated by rules of the Securities and Exchange Commission and do not represent our estimate of projection of the future price of our common stock. Actual gains, if any, on stock option exercises
depend on the future

2

---

performance of the trading price of our common stock. The amounts reflected in the table may not necessarily be achieved.

|                 |  | Individual Grants |  | Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Options Term
|---------------- |  | ----------------- |  | -----------------------------------------------------------------------------------------------
|
|
|
|Adya S. Tripathi |  | 500,000           |  | 8.60                                                                                           
|John DiPietro    |  | 60,000            |  | 1.03                                                                                           
|John DiPietro    |  | 150,000           |  | 2.58                                                                                           
|Alan J. Soucy    |  | 50,000            |  | 0.86                                                                                           
|Alan J. Soucy    |  | 150,000           |  | 2.58                                                                                           
|Naresh Sharma    |  | 20,000            |  | 0.34                                                                                           
|Naresh Sharma    |  | 150,000           |  | 2.58                                                                                           
|Korhan Titizer   |  | 200,000           |  | 3.44                                                                                           
|Korhan Titizer   |  | 150,000           |  | 2.58                                                                                           

YEAR-END OPTION VALUES

The following table provides information for the executive officers named in the summary compensation table concerning the number and value of securities
underlying exercisable and unexercisable options held as of December 31, 2001. 84,211 options were exercised during the year ended December 31, 2001 by one of our executive officers
named in the summary compensation table.

|                 |  | Number of Securities Underlying
Unexercised Options at
December 31, 2001 (#) |  | Value of Unexercised
In-the-money Options at
December 31, 2001 ($)
|---------------- |  | ---------------------------------------------------------------------------- |  | ------------------------------------------------------------------
|
|
|Adya S. Tripathi |  | 833,333                                                                      |  | 666,667                                                           
|John DiPietro    |  | 101,996                                                                      |  | 279,273                                                           
|Alan J. Soucy    |  | 110,832                                                                      |  | 279,168                                                           
|Naresh Sharma    |  | 32,913                                                                       |  | 196,357                                                           
|Korhan Titizer   |  | 0                                                                            |  | 350,000                                                           

The
value, shown for in-the-money options represent the difference between the respective exercise price of outstanding stock options, and $1.71, which is the
fair market value of the common stock as of December 31, 2001.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of March 31, 2002, certain information with respect to the beneficial ownership of the Company's Common Stock by
(i) any person (including any group as that term is used
in Section 13(d)(3) of the Exchange Act), known by the Company to be the beneficial owner of more than 5% of the Company's voting securities, (ii) each director and each nominee for
director to the Company, (iii) each of the executive officers named in the Summary Compensation Table appearing herein, and (iv) all current executive officers and directors of the
Company as a group. The number and percentage of shares beneficially owned are based on the aggregate of 41,304,263 shares of Common Stock outstanding as of March 31,
2002.The Company does not know of any arrangements, including any pledge by any person of securities of the Company, the operation of which may at a
subsequent date result in a change of control of the Company.

Beneficial
ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person,
the common stock

3

---

subject to options or warrants held by that person that are currently exercisable or will become exercisable within 60 days after March 31, 2002, are deemed outstanding, while the
shares are not deemed outstanding for purposes of computing percentage ownership of any other person.

Unless
otherwise indicated below, the address for each stockholder on this table is c/o Tripath Technology Inc., 3900 Freedom Circle, Santa Clara, CA 95054. Unless otherwise indicated below,
the persons and entities named in the table have sole voting or investment power with respect to all shares beneficially owned, subject to community property laws where applicable.

Shares Beneficially OwnedBeneficial Owner and AddressNumber

PercentAdya S. Tripathi(1)

11,516,665

27.88
%Prism entities(2)

2,799,960

6.78
%Pequot entities(3)

2,400,000

5.81
%JEB/Manchester entities(4)

2,400,000

5.81
%John J. DiPietro(5)

149,870

*Naresh Sharma(6)

97,593

*Korhan Titizer(7)

58,332

*Alan J. Soucy(8)

146,248

*Tsuyoshi Taira(9)

118,750

*Charles Jungo(10)

75,000

*Sohail Khan(11)

87,500

*Directors and executive officers as a group (8 persons)

12,249,958

29.66
%


---

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In the Company's last fiscal year, there has not been nor is there currently proposed any transaction or series of similar transactions to which the Company was
or is to be a party in which the amount involved exceeds $60,000 and in which any director, executive officer, holder of more than 5% of the common stock of the Company or any member of the immediate
family of any of the foregoing persons had or will have a direct or indirect material interest.

4

---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

|                      |  | TRIPATH TECHNOLOGY INC.
|--------------------- |  | -----------------------
|                      |  | By:                    
|Dated: April 30, 2002 |  |                        

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dr. Adya S. Tripathi and John J. DiPietro, and
each of them, his true and lawful attorneys-in-fact, each with full power of substitution, for him in any and all capacities, to sign any amendments to this report on
Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact or their substitute or substitutes may do or cause to be done by virtue hereof.

Pursuant
to the requirements of 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.

|Signature                                   |  | Title                                                                                                           |  | Date          
|------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------- |  | --------------
|                                            |  |                                                                                                                 |  |               
|/s/DR. ADYA S. TRIPATHIDr. Adya S. Tripathi |  | President and Chief Executive Officer (Principal Executive Officer)                                             |  | April 30, 2002
|/s/JOHN J. DIPIETROJohn J. DiPietro         |  | Chief Financial Officer (Principal Financial and Accounting Officer) Vice President, Finance and Administration |  | April 30, 2002
|/s/TSUYOSHI TAIRATsuyoshi Taira             |  | Director                                                                                                        |  | April 30, 2002
|/s/Y.S. FUY.S. Fu                           |  | Director                                                                                                        |  | April 30, 2002

5

---

QuickLinks