##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K A/1
 þ
    
    Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of
1934for the fiscal year ended June 30, 2005
 o
    
    Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act
of 1934for the transition period from ____________________ to ____________________
 Commission
File Number 0-9407
 COMPEX TECHNOLOGIES, INC.
  Minnesota
    
    41-0985318(State of Incorporation)
    
    (I.R.S. Employer Identification No.)
 
   Common Stock, $.10 par value per share
 þ o
 o
 o þ
 þ o




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TABLE OF CONTENTS  PART IIIItem 10. Directors and Executive Officers of the RegistrantItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related TransactionsItem 14. Principal Accountant Fees and ServicesSIGNATURESCertification of CEOCertification of CFO    Table of Contents  INTRODUCTORY NOTE
  2




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##### Table of Contents



PART III
 
 
 Item 10. Directors and Executive Officers of the Registrant.
  Principal occupation and businessName
    
    Age
    
    Director since
    
    experience for past five yearsFrederick H. Ayers ◊
    
    
    66
    
    
    
    1998
    
    
    Private investor and consultant for more than five years.Gary
D. Blackford◊
    
    
    48
    
    
    
    2005
    
    
    President, Chief Executive Officer and a director of
Universal Hospital Services, Inc. (a provider of medical
equipment outsourcing and services to the health care
industry) since 2002; Chief Executive Officer for
Curative Health Services (a provider of would care
management and preparations in the specialty
pharmaceutical distribution market) from September 2001
to March 2002; Chief Executive Officer for Shop for
School.com (an internet based school fundraising
organization) from June 1999 to June 2001. Director of
Genezen Healthcare, Inc. and a member of the board of
the Twin Cities Ronald McDonald Charities.Dan W. Gladney
    
    
    52
    
    
    
    2002
    
    
    President and Chief Executive Officer of Compex since
September 2002; President and Chief Executive Officer of
Acist Medical Systems, Inc. (a manufacturer of high tech
cardiovascular devices) from 1996 to 2002.Richard E. Jahnke *
    
    
    56
    
    
    
    1997
    
    
    Independent business consultant specializing in
corporate revitalization. Retired: President and Chief
Executive Officer of Angeion Corporation from January
2000 until October 2004; President and Chief Executive
Officer of Medical Graphics Corporation (a manufacturer
of non-invasive medical diagnostic systems) from 1998
until its acquisition by Angeion in January 2000;
President and Chief Operating Officer of CNS, Inc. (a
manufacturer of consumer products) from 1993 to 1998.Paulita
LaPlante◊*
    
    
    48
    
    
    
    2005
    
    
    President, Chief Executive Officer and a director of
väsamed (a leader of non-invasive hemodynamic assessment
technology) since 1998; Vice President of Worldwide
Sales, Marketing and Business Development, Director of
Marketing and Business development and Interim Vice
President of Research and Development of Väsamed.
Director of Qualigen, Inc. and a former director of
VidaMed, Inc.Richard Nigon*
    
    
    57
    
    
    
    2005
    
    
    Director of Equity Corporate Finance for Miller Johnson
Steichen Kinnard (an investment banking firm) since
February 2001; Chief Financial Officer of Dantis, Inc.
(an internet hosting company) from February 2000 to
February 2001; Certified Public Accountant with Ernst &
Young from 1970 until February 2000, serving as partner
since 1981. Director of Vascular Solutions, Inc. and a
director of the Company from 2002 to 2004.
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##### Table of Contents



Principal occupation and businessName
    
    Age
    
    Director since
    
    experience for past five yearsJack
A. Smith ◊*
    
    
    70
    
    
    
    2004
    
    
    Retired; Chairman from 1994
until 1999 and Chief Executive
Officer from 1987 to 1998 of The
Sports Authority, Inc., a
national sporting goods chain,
which he founded in 1987; Prior
to founding The Sports
Authority, held various
executive management positions
with major national retailers,
including Hermans Sporting
Goods (Chief Operating Officer),
Sears, Roebuck and Co. and
Montgomery Ward & Co. Director
of Darden Restaurants, Inc.
 
 
    
    Member of Audit Committee.◊
    
    Member of Compensation Committee.*
    
    Member of Nominating and Corporate Governance Committee.
    
    Angeion Corporation filed a voluntary petition for, and completed, a reorganization under
Chapter 11 of the US Bankruptcy Code in 2002.  Principal occupation and businessName
    
    Age
    
    Officer since
    
    experience for past five yearsScott P. Youngstrom
    
    
    45
    
    
    
    2003
    
    
    Vice President of Finance and
Chief Financial Officer of
Compex since December 2003.
Chief Financial Officer of Acist
Medical Systems, Inc. (a
manufacturer of high tech
cardiovascular devices), from
1996 until its sale to Bracco
s.p.a. in 2002.Marshall Masko
    
    
    48
    
    
    
    2003
    
    
    President of Worldwide Consumer
Products of Compex since April
2005; Vice President-Compex
Consumer Operations of Compex
from November 2003 to April
2005; Chief Executive Officer,
President and a member of the
Board of Directors of North
American Heritage Brands from
March 2000 until January 2003
and principal of the Business
Development Group, through
November 2003; President, Chief
Executive Officer and a member
of the Board of Directors of
EBedroom.com from June 1999
through February 2000; Vice
Chairman and a member of the
Board for United Shipping &
Technology (the countrys
largest same day shipping
service) from 1998 through 2002;
Senior Vice President of
Marketing for Gateway Learning,
from January 1998 through June
1999; Senior Vice President of
Marketing for NordicTrack from
January 1990 to July 1994, and
again from April 1996 to
December 1997.Wayne K. Chrystal
    
    
    55
    
    
    
    1999
    
    
    Vice President of Manufacturing
Operations of Compex since May
1999. With Deluxe Corporation
(a supplier of checks and
electronic payment services),
lastly as Vice President
responsible for operations and
human resources in various
business units from 1973 to
1978.Gary (Michael)
Goodpaster
    
    
    50
    
    
    
    2004
    
    
    Vice President of Sales
Operations of Compex since
September 2004; Vice President
of Tampa Operations and Director
of Managed Care Contracting for
Compex since the acquisition of
Staodyn Inc. by Compex in March
1998; National Sales Manager
with Staodyn prior to that time.
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Committees of the Board of Directors
 Audit Committee . www.compextechnologies.com
  Compensation Committee .
 Nominating and Corporate Governance Committee.
 Compliance With Section 16(A) of The Securities Exchange Act of 1934
  Corporate GovernanceOur Code of Ethics
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www.compextechnologies.com
 
 Item 11. Executive Compensation.
 Summary Compensation Table
  Annual Compensation
    
    Long-TermOther
    
    Compensation
    
    All OtherName and
    
    Fiscal
    
    
    
    
    
    
    
    
    
    Annual
    
    Restricted
    
    
    
    
    
    Compen-Principal Position
    
    Year
    
    Salary
    
    Bonus
    
    Comp.
    
    Stock (1)
    
    Options (2)
    
    sation (3)Dan W. Gladney
    
    
    2005
    
    
    $
    349,067
    
    
    $
    68,776
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    10,205President and
    
    
    2004
    
    
    
    336,705
    
    
    
    52,905
    
    
    
    
    
    
    
    61,300
    
    
    
    40,000
    
    
    
    9,796Chief Executive Officer
    
    
    2003
    (4)
    
    
    257,231
    
    
    
    106,667
    
    
    
    
    
    
    
    
    
    
    
    500,000
    
    
    
    2,215Scott P. Youngstrom
    
    
    2005
    
    
    $
    205,961
    
    
    $
    28,814
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    6,383Vice President of
    
    
    2004
    
    
    
    197,009
    
    
    
    23,331
    
    
    
    
    
    
    
    15,325
    
    
    
    10,000
    
    
    
    5,730Finance and Chief
    
    
    2003
    (4)
    
    
    102,308
    
    
    
    33,250
    
    
    
    
    
    
    
    
    
    
    
    200,000
    
    
    
    Financial OfficerMarshall Masko
    
    
    2005
    
    
    $
    167,843
    
    
    $
    15,030
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    5,202President of Worldwide
    
    
    2004
    
    
    
    157,611
    
    
    
    14,500
    
    
    
    
    
    
    
    12,260
    
    
    
    5,000
    
    
    
    4,728Consumer Products
    
    
    2003
    (4)
    
    
    89,423
    
    
    
    22,604
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    Wayne K. Chrystal
    
    
    2005
    
    
    $
    150,516
    
    
    $
    17,709
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    4,515Vice President of
    
    
    2004
    
    
    
    140,979
    
    
    
    14,500
    
    
    
    
    
    
    
    9,195
    
    
    
    3,500
    
    
    
    4,229Manufacturing Operations
    
    
    2003
    
    
    
    131,049
    
    
    
    27,824
    
    
    
    
    
    
    
    
    
    
    
    15,000
    
    
    
    3,932Gary (Michael) Goodpaster
    
    
    2005
    
    
    $
    187,781
    
    
    $
    25,935
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    6,395Vice President of Sales
    
    
    2004
    
    
    
    179,925
    
    
    
    21,000
    
    
    
    
    
    
    
    15,325
    
    
    
    50,000
    
    
    
    6,072Operations
 
 (1)
    
    Represents the grant on June 2, 4004 of 10,000 shares to Mr. Gladney, 2,500 shares to Mr.
Youngstrom, 2,000 shares to Mr. Masko, 1,500 shares to Mr. Chrystal, and 2,500 shares to Mr.
Goodpaster of restricted stock, each multiplied by $6.13 (the last sale price of our common
stock on June 2, 2004). The restricted stock vests in annual increments of one-third of such
shares commencing June 2, 2005.(2)
    
    Represents the number of shares of common stock that can be purchased upon the exercise of
stock options granted during the year.(3)
    
    Represents company contributions to a 401(k) plan and for Mr. Gladney includes $3,904 and
$1,051 paid for long-term disability premiums in 2005 and 2004, respectively.(4)
    
    The information in the table for 2003 represents compensation for the partial year period
during which we employed Mr. Gladney, Mr. Youngstrom and Mr. Masko. Mr. Gladneys employment
commenced on September 1, 2002, Mr. Maskos on November 25, 2002 and Mr. Youngstroms on
December 9, 2002. 6




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Stock Options
  Option Grants in Fiscal 2005
 Potential RealizableValue at Assumed AnnualNumber of
    
    Percent of Total
    
    
    
    
    
    
    
    
    
    Rates of Stock PriceSecurities
    
    Options Granted To
    
    
    
    
    
    
    
    
    
    Appreciation forUnderlying Options
    
    Employees in Fiscal
    
    Exercise
    
    Expiration
    
    Option Term (1)Name
    
    Granted
    
    2004
    
    Price ($/Share)
    
    Date
    
    5% ($)
    
    10% ($)Mr. Gladney
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Mr. Youngstrom
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Mr. Masko
    
    
    15,000
    
    
    
    7.1
    %
    
    $
    4.96
    
    
    
    4/45/2012
    
    
    $
    30,288
    
    
    $
    70,584Mr. Chrystal
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Mr. Goodpaster
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    These amounts represent the realizable value of the subject options from the date of grant
until termination, without discounting to present value, assuming appreciation in the market
value of the common stock from the market price on the date of grant at the rates indicated.
Actual gains, if any, on stock option exercises are dependent on the future performance of the
common stock and overall stock market conditions. The amounts reflected in this table may not
necessarily be achieved.  Option Exercises in Fiscal 2005 and Year-End Option Values
 Shares
    
    
    
    
    
    Number of Securities
    
    Value of UnexercisedAcquired
    
    
    
    
    
    Underlying Unexercised Options
    
    In-the-Money OptionsOn
    
    Value
    
    At End of Fiscal 2005
    
    At End of Fiscal 2005 (1)Name
    
    Exercise
    
    Realized
    
    Exercisable
    
    Unexercisable
    
    Exercisable
    
    UnexercisableMr. Gladney
    
    
    
    
    
    
    
    
    
    
    285,000
    
    
    
    255,000
    
    
    $
    168,025
    
    
    $
    137,475Mr. Youngstrom
    
    
    
    
    
    
    
    
    
    
    102,500
    
    
    
    107,500
    
    
    
    49,000
    
    
    
    49,000Mr. Masko
    
    
    
    
    
    
    
    
    
    
    76,250
    
    
    
    93,750
    
    
    
    24,000
    
    
    
    24,000Mr. Chrystal
    
    
    
    
    
    
    
    
    
    
    63,375
    
    
    
    19,575
    
    
    
    74,018
    
    
    
    9,668Mr. Goodpaster
    
    
    
    
    
    
    
    
    
    
    33,750
    
    
    
    48,750
    
    
    
    27,980
    
    
    
    11,918
 
 (1)
    
    Represents the difference between $4.19 (the last sales price at June 30, 2005) and the
exercise price multiplied by the number of shares. Employment and Severance Agreements
  7




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Long-Term Incentive Plan Awards
  Equity Compensation Plan Information
  Number of
    
    Weighted-
    
    Number of securitiessecurities to be
    
    average exercise
    
    remaining available forissued upon
    
    price of
    
    future issuance underexercise of
    
    outstanding
    
    equity compensationoutstanding
    
    options,
    
    plans (excludingoptions, warrants
    
    warrants and
    
    securities reflected inPlan category
    
    and rights
    
    rights
    
    column (a))(a)
    
    (b)
    
    (c)Equity compensation
plans approved by
security holders
    
    
    1,478,748
    
    
    $
    4.87
    
    
    
    184,384Equity compensation
plans not approved
by security holders
    
    
    650,000
    (2)
    
    $
    3.62
    
    
    
    N/ATotal
    
    
    2,128,748
    
    
    $
    4.49
 
 (1)
    
    Consists of shares of common stock available for issuance under the 1998 Stock Incentive
Plan and the 1993 Employee Stock Purchase Plan.(2)
    
    Includes nonqualified stock options outside any plan to purchase 500,000 shares granted to
Mr. Gladney, options to purchase 100,000 shares granted to Mr. Youngstrom and options to
purchase 50,000 shares granted to Mr. Masko, as an inducement to their initial employment.
All of these options, with the exception of an option to purchase 250,000 shares granted to
Mr. Gladney, become exercisable in annual increments of 25% of the shares on the first four
anniversaries of the date of grant, expire on the seventh anniversary of the date of grant and
have exercise prices equal to the fair market value on the date of grant. The remaining
250,000 share option granted to Mr. Gladney expires on the tenth year from the date of grant,
becomes exercisable on the seventh year after the date of grant, and
accelerates in part in the event the market price for our common stock exceeds various
prices of between $7.00 and $13.00 per share for 20 consecutive trading days. 8




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Compensation of our Directors
 Director Fees
 Options.
  9




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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
  Name
    
    Shares Beneficially Owned (1)
    
    Percent OwnedHeartland
Advisors, Inc. (2)
789 North Water Street
Milwaukee, WI 53202
    
    
    1,303,900
    
    
    
    10.3Dalton,
Greiner, Hartman, Maher & Co (3)
565 Fifth Avenue, Suite 2101
New York, NY 10017
    
    
    1,003,424
    
    
    
    7.9Frederick H. Ayers
    
    
    101,676
    
    
    
    *Gary M. Blackford
    
    
    15,000
    
    
    
    *Dan W. Gladney
    
    
    363,245
    
    
    
    2.8Richard E. Jahnke
    
    
    82,500
    
    
    
    *Paulita LaPlante
    
    
    15,000
    
    
    
    *Richard J. Nigon
    
    
    15,000
    
    
    
    *Jack A. Smith
    
    
    35,000
    
    
    
    *Scott P. Youngstrom
    
    
    119,121
    
    
    
    *Wayne K. Chrystal
    
    
    97,297
    
    
    
    *Marshall Masko
    
    
    143,165
    
    
    
    *Gary M. Goodpaster
    
    
    60,525
    
    
    
    *All Directors and named executive
officers as a group (10 persons)
    
    
    1,047,529
    
    
    
    7.8
    %
 
 *
    
    Less than 1%(1)
    
    Includes shares that could be purchased within 60 days of September 30, 2005 upon the
exercise of options by the following persons in the specified amounts: Mr. Ayers, 57,500
shares; Mr. Blackford, 15,000 shares; Mr. Gladney, 337,500 shares; Mr. Jahnke, 62,500 shares;
Ms. LaPlante, 15,000 shares; Mr. Nigon, 15,000 shares; Mr. Smith, 35,000 shares; Mr.
Youngstrom, 102,500 shares; Mr. Chrystal, 72,125 shares; Mr. Masko 123,750 shares; Mr.
Goodpaster 51,250 shares; and all directors and officers as a group, 887,125 shares.(2)
    
    Based on Schedule 13G/A filed June 8, 2005.(3)
    
    Based on Schedule 13G/A filed February 14, 2005 10




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Item 13. Certain Relationships and Related Transactions.
  
 Item 14. Principal Accountant Fees and Services
  2004
    
    2005Audit Fees (1)
    
    $
    309,000
    
    
    $
    740,900Audit-Related Fees
(2)
    
    
    101,150
    
    
    
    116,000Tax Fees (3)
    
    
    184,745
    
    
    
    154,221All Other Fees
    
    
    
    
    
    
    
 
 (1)
    
    Audit fees consist primarily of fees for services in connection with the audit
of our annual financial statements, statutory audits in other countries in which we do
business, and services in connection quarterly reviews of our financial statements.(2)
    
    Audit-related fees consists of $10,900 of fees in 2004 and $11,500 of fees in
2005 for audit of our employee benefit plans, $78,050 in 2004 and $82,295 in 2005 for
audit of our corporate compliance program, and $12,200 in 2004 for advisory services in
connection with establishment of our internal controls framework.(3)
    
    Tax fees consist of fees in connection with preparation of our domestic and
foreign income tax returns (Return preparation), and fees in connection with an
internal revenue service audit, for transfer pricing advice and other tax related
advice (tax consulting). .
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SIGNATURES
  COMPEX TECHNOLOGIES, INC.Dated:  October 28, 2005
    By:
    /s/ Dan W. GladneyDan W. GladneyChairman, President and Chief Executive Officer  NAME
    
    TITLE
    
    DATE/s/ Dan W. Gladney
    
    Chairman, President, and Chief Executive
Officer
    
    October 28, 2005Dan W. GladneyVice President of Finance and Chief Financial
Officer/s/ Scott P. Youngstrom
    
    (Principal Financial and Accounting Officer)
    
    October 28, 2005Scott P. Youngstrom/s/ Frederick H. Ayers
    
    Director
    
    October 28, 2005Frederick H. Ayers/s/ Gary D. Blackford
    
    Director
    
    October 28, 2005Gary D. Blackford/s/ Richard E. Jahnke
    
    Director
    
    October 28, 2005Richard E. Jahnke/s/ Paulita M. LaPlante
    
    Director
    
    October 28, 2005Paulita M. LaPlante/s/ Richard J. Nigon
    
    Director
    
    October 28, 2005Richard J. Nigon/s/ Jack A. Smith
    
    Director
    
    October 28, 2005Jack A. Smith
 12