**SECURITIES AND EXCHANGE COMMISSION**

**WashingtonD.C. 20549**

 

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**FORM 10-K/A**

**AMENDMENT NO. 1**

 

**(Mark one)**

| **ý**                                      |   | **ANNUAL REPORT PURSUANT TO SECTION  13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**     |
|-------------------------------------------------|--------|-----------------------------------------------------------------------------------------------|
|                                            |   |                                                                                          |
| **FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2003** |
|                                            |
| **OR**                                          |
|                                            |   |                                                                                          |
| **o**                                           |   | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF  THE SECURITIES EXCHANGE ACT OF 1934** |

 

**For the transition period from             to**

 

**Commission File No.:  000-24413**

 

**TROY GROUP, INC.**

(Exact name of registrant as specified in itscharter)

 

| **Delaware**                                                     |   | **33-0807798**                        |
|------------------------------------------------------------------|--------|---------------------------------------|
| (State or other jurisdiction of  incorporation or  organization) |   | (I.R.S. Employer  Identification No.) |
|                                                             |   |                                  |
| **2331 South Pullman Street****Santa  Ana, California**          |   | **92705**                             |
| (Address of principal executive offices)                         |   | (Zip Code)                            |

 

Registrant’s telephone number, including areacode:  **(949) 250-3280**

 

Securities registered pursuant to Section12(b) of the Act: **None**

 

Securities registered pursuant to Section12(g) of the Act:

** **

**CommonStock, $.01 par value**

** **

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** **

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days.   Yes ý   No o

 

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-Kis not contained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form10-K.  o

 

Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2of the Securities Exchange Act of 1934). Yes o No ý

 

As of January 31,2004, 10,642,677 shares of the Registrant’s Common Stock were outstanding.  The aggregate market value of theRegistrant’s outstanding common stock on the last day of the most recentlycompleted second quarter (May 31, 2003) (based upon the last sale price of ashare of common stock on that date reported by the Nasdaq National Market),excluding outstanding shares beneficially owned by directors and executiveofficers, was $12,024,289

** **

**DOCUMENTS INCORPORATED BYREFERENCE**

** **

Part III of this Annual Report onForm 10-K incorporates by reference information (to the extent specificsections are referred to herein) from the registrant’s Proxy Statement for its2004 Annual Meeting of Stockholders to be held on March 29, 2004.

 

 

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**EXPLANATORYNOTE**

 

TROY Group, Inc. (the“Company”), by this Form 10-K/A, Amendment No. 1 to Form 10-K, hereby amendsand restates the cover page.

 

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**SIGNATURES**

 

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, theregistrant has duly caused this Amendment to be signed on its behalf by theundersigned, thereunto duly authorized.

 
| Dated:  February  20, 2004 | TROY GROUP, INC. |
|--------------------------------------|------------------|
|                                 |             |
|                                 |             |
|                                 | By               | /s/Patrick J.  Dirk |   |
|                                 |             | Patrick J. Dirk |
|                                 |             | Chief  Executive Officer |

 

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