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UNITED STATESSECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 10-Q

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

For the quarterly period ended: August 3, 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 Number: 333-75869

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SPECIAL DEVICES, INCORPORATED(Exact name of Registrant as specified in its charter)

Delaware

95-3008754(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer Identification No.)


| | 14370 White Sage Road, Moorpark, California 93021(Address of principal executive offices) (Zip Code) |  | 
| | ---------------------------------------------------------------------------------------------------- |  | 
| | (805) 553-1200(Registrant's telephone number, including area code)                                   |  | 

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Indicate
by check mark whether the Registrant: (l) 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 ý    No o

As
of September 11, 2003, the number of outstanding shares of the Registrant's common stock was 3,712,764.

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SPECIAL DEVICES, INCORPORATED  INDEX TO QUARTERLY REPORT ON FORM 10-Q

|                             |  |                                                                                       |  |                                                                                                              |  | PAGE
|---------------------------- |  | ------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------ |  | ----
|PART IFINANCIAL INFORMATION |  |                                                                                      
|ITEM 1.                      |  | Financial Statements                                                                  |  |                                                                                                             
|                             |  | (a)                                                                                   |  | Consolidated Balance Sheets: August 3, 2003 and November 3, 2002                                             |  | 3   
|                             |  | (b)                                                                                   |  | Consolidated Statements of Operations: For the Three and Nine Months Ended August 3, 2003 and August 4, 2002 |  | 4   
|                             |  | (c)                                                                                   |  | Consolidated Statements of Cash Flows: For the Nine Months Ended August 3, 2003 and August 4, 2002           |  | 5   
|                             |  | (d)                                                                                   |  | Notes to Consolidated Financial Statements                                                                   |  | 6   
|ITEM 2.                      |  | Management's Discussion and Analysis of Financial Condition and Results of Operations |  | 12                                                                                                          
|ITEM 3.                      |  | Quantitative and Qualitative Disclosures About Market Risks                           |  | 16                                                                                                          
|ITEM 4.                      |  | Controls and Procedures                                                               |  | 16                                                                                                          
|PART IIOTHER INFORMATION    |  |                                                                                      
|ITEM 1.                      |  | Legal Proceedings                                                                     |  | 17                                                                                                          
|ITEM 6.                      |  | Exhibits and Reports on Form 8-K                                                      |  | 17                                                                                                          
|Signatures                   |  | 21                                                                                   

2

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SPECIAL DEVICES, INCORPORATED AND SUBSIDIARIES  CONSOLIDATED BALANCE SHEETS  (Dollars in thousands)  (Unaudited)

|                                                     |                                                                                                                                            | August 3,
2003                                 |        | November 3,
2002 |        
|---------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------- | ------ | ---------------- | -------
|ASSETS                                               |                                                                                                                                           
|Current assets:                                      |                                                                                                                                            |                                                |        |                  |        
|                                                     | Cash and cash equivalents                                                                                                                  |                                                | $      | 499              |        
|                                                     | Accounts receivable, net of allowances of $500 at August 3, 2003 and $339 at November 3, 2002                                              |                                                |        | 11,652           |        
|                                                     | Inventories                                                                                                                                |                                                |        | 9,123            |        
|                                                     | Prepaid expenses and other current assets                                                                                                  |                                                |        | 4,716            |        
|                                                     | Deferred tax assets                                                                                                                        |                                                |        | 2,438            |        
|                                                     |                                                                                                                                            |                                                |        |                  |        
|                                                     |                                                                                                                                            | Total current assets                           |        |                  | 28,428 
|                                                     |                                                                                                                                            |                                                |        |                  |        
|Property, plant and equipment, at cost:              |                                                                                                                                            |                                                |        |                  |        
|                                                     | Machinery and equipment                                                                                                                    |                                                |        | 87,684           |        
|                                                     | Construction in progress                                                                                                                   |                                                |        | 6,212            |        
|                                                     | Furniture, fixtures and computer equipment                                                                                                 |                                                |        | 5,944            |        
|                                                     | Other                                                                                                                                      |                                                |        | 410              |        
|                                                     |                                                                                                                                            |                                                |        |                  |        
|                                                     |                                                                                                                                            | Gross property, plant and equipment            |        |                  | 100,250
|                                                     |                                                                                                                                            | Less accumulated depreciation and amortization |        |                  | (69,773
|                                                     |                                                                                                                                            |                                                |        |                  |        
|                                                     |                                                                                                                                            | Net property, plant and equipment              |        |                  | 30,477 
|Other assets, net of accumulated amortization        |                                                                                                                                            |                                                | 10,396 |                  |        
|                                                     |                                                                                                                                            |                                                |        |                  |        
|Total assets                                         |                                                                                                                                            | $                                              | 69,301 |                  | $      
|                                                     |                                                                                                                                            |                                                |        |                  |        
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)       |                                                                                                                                           
|Current liabilities:                                 |                                                                                                                                            |                                                |        |                  |        
|                                                     | Accounts payable                                                                                                                           |                                                | $      | 8,348            |        
|                                                     | Accrued liabilities                                                                                                                        |                                                |        | 7,487            |        
|                                                     | Accrued interest                                                                                                                           |                                                |        | 1,128            |        
|                                                     | Current portion of long-term debt                                                                                                          |                                                |        | 1,000            |        
|                                                     |                                                                                                                                            |                                                |        |                  |        
|                                                     |                                                                                                                                            | Total current liabilities                      |        |                  | 17,963 
|Other liabilities                                    |                                                                                                                                            |                                                | 5,318  |                  |        
|Long-term debt, net of current portion               |                                                                                                                                            |                                                | 75,545 |                  |        
|                                                     |                                                                                                                                            |                                                |        |                  |        
|                                                     |                                                                                                                                            | Total liabilities                              |        |                  | 98,826 
|                                                     |                                                                                                                                            |                                                |        |                  |        
|Commitments and contingencies (Note 10)              |                                                                                                                                            |                                                |        |                  |        
|Redeemable preferred stock                           |                                                                                                                                            |                                                | 4,000  |                  |        
|Redeemable common stock                              |                                                                                                                                            |                                                | 38,875 |                  |        
|Stockholders' equity (deficit):                      |                                                                                                                                            |                                                |        |                  |        
|                                                     | Preferred stock, $.01 par value, 2,000,000 shares authorized; 4,000 shares issued and outstanding at August 3, 2003 and November 3, 2002   |                                                |        |                 |        
|                                                     | Common stock, $.01 par value, 20,000,000 shares authorized; 3,712,764 shares issued and outstanding at August 3, 2003 and November 3, 2002 |                                                |        | 30               |        
|                                                     | Additional paid-in capital                                                                                                                 |                                                |        | 61,852           |        
|                                                     | Retained earnings (deficit)                                                                                                                |                                                |        | (134,238         | )      
|                                                     | Accumulated foreign currency translation adjustment                                                                                        |                                                |        | (44              | )      
|                                                     |                                                                                                                                            |                                                |        |                  |        
|                                                     |                                                                                                                                            | Total stockholders' equity (deficit)           |        |                  | (72,400
|                                                     |                                                                                                                                            |                                                |        |                  |        
|Total liabilities and stockholders' equity (deficit) |                                                                                                                                            | $                                              | 69,301 |                  | $      
|                                                     |                                                                                                                                            |                                                |        |                  |        

See
accompanying notes to consolidated financial statements.

3

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SPECIAL DEVICES, INCORPORATED AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF OPERATIONS  (Dollars in thousands)  (Unaudited)

|                                                                                              |                                | Three Months Ended                                           |        | Nine Months Ended |       
|--------------------------------------------------------------------------------------------- | ------------------------------ | ------------------------------------------------------------ | ------ | ----------------- | ------
|
|Net sales                                                                                     |                                | $                                                            | 26,962 |                   | $     
|Cost of sales                                                                                 |                                |                                                              | 21,805 |                   |       
|                                                                                              |                                |                                                              |        |                   |       
|                                                                                              |                                | Gross profit                                                 |        |                   | 5,157 
|Operating expenses                                                                            |                                |                                                              | 3,349  |                   |       
|                                                                                              |                                |                                                              |        |                   |       
|                                                                                              |                                | Income from operations                                       |        |                   | 1,808 
|                                                                                              |                                |                                                              |        |                   |       
|Other income (expense):                                                                       |                                |                                                              |        |                   |       
|                                                                                              | Interest expense, net          |                                                              |        | (2,164            | )     
|                                                                                              | Gain on extinguishment of debt |                                                              |        |                  |       
|                                                                                              | Equity in losses of SDI-Molan  |                                                              |        | (355              | )     
|                                                                                              |                                |                                                              |        |                   |       
|                                                                                              |                                | Total other expense                                          |        |                   | (2,519
|                                                                                              |                                |                                                              |        |                   |       
|                                                                                              |                                | Income (loss) from continuing operations before income taxes |        |                   | (711  
|Income tax expense (benefit)                                                                  |                                |                                                              | (153   | )                 |       
|                                                                                              |                                |                                                              |        |                   |       
|                                                                                              |                                | Income (loss) from continuing operations                     |        |                   | (558  
|Loss on sale of discontinued operations, net of tax benefit of $(126) and $(98), respectively |                                |                                                              |       |                   |       
|                                                                                              |                                |                                                              |        |                   |       
|                                                                                              |                                | Net loss                                                     |        | $                 | (558  
|                                                                                              |                                |                                                              |        |                   |       

See
accompanying notes to consolidated financial statements.

4

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SPECIAL DEVICES, INCORPORATED AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF CASH FLOWS  (Dollars in thousands)  (Unaudited)

|                                                                                                       |                                            | Nine Months Ended                            |       
|------------------------------------------------------------------------------------------------------ | ------------------------------------------ | -------------------------------------------- | ------
|
|Cash Flows From Operating Activities:                                                                  |                                            |                                              |       
|                                                                                                       | Net loss                                   |                                              | $     
|                                                                                                       | Loss on sale of discontinued operations    |                                              |       
|                                                                                                       |                                            |                                              |       
|                                                                                                       | Loss from continuing operations            |                                              |       
|Adjustments to reconcile loss from continuing operations to net cash provided by operating activities: |                                            |                                              |       
|                                                                                                       |                                            | Depreciation and amortization                |       
|                                                                                                       |                                            | Gain on extinguishment of debt               |       
|                                                                                                       |                                            | Equity in losses of SDI-Molan                |       
|                                                                                                       |                                            | Deferred income taxes                        |       
|                                                                                                       | Changes in assets and liabilities:         |                                              |       
|                                                                                                       |                                            | Accounts receivable and other assets         |       
|                                                                                                       |                                            | Inventories                                  |       
|                                                                                                       |                                            | Accounts payable and other liabilities       |       
|                                                                                                       |                                            | Income taxes payable                         |       
|                                                                                                       |                                            | Other                                        |       
|                                                                                                       |                                            |                                              |       
|                                                                                                       |                                            | Net cash provided by continuing operations   |       
|                                                                                                       |                                            | Net cash provided by discontinued operations |       
|                                                                                                       |                                            |                                              |       
|                                                                                                       |                                            | Net cash provided by operating activities    |       
|                                                                                                       |                                            |                                              |       
|Cash Flows From Investing Activities:                                                                  |                                            |                                              |       
|                                                                                                       | Purchases of property, plant and equipment |                                              |       
|                                                                                                       | Investment in SDI-Molan                    |                                              |       
|                                                                                                       | Other                                      |                                              |       
|                                                                                                       |                                            |                                              |       
|                                                                                                       | Net cash used in investing activities      |                                              |       
|                                                                                                       |                                            |                                              |       
|Cash Flows From Financing Activities:                                                                  |                                            |                                              |       
|                                                                                                       | Repurchase of long-term debt               |                                              |       
|                                                                                                       | Repayment of long-term debt                |                                              |       
|                                                                                                       |                                            |                                              |       
|                                                                                                       | Net cash used in financing activities      |                                              |       
|                                                                                                       |                                            |                                              |       
|Net decrease in cash and cash equivalents                                                              |                                            |                                              | (4,353
|Cash and cash equivalents at beginning of year                                                         |                                            |                                              | 4,852 
|                                                                                                       |                                            |                                              |       
|Cash and cash equivalents at end of period                                                             |                                            | $                                            | 499   
|                                                                                                       |                                            |                                              |       
|Supplemental disclosure of cash flow information:                                                      |                                            |                                              |       
|                                                                                                       | Cash paid during the period for:           |                                              |       
|                                                                                                       |                                            | Interest                                     |       

See
accompanying notes to consolidated financial statements.

5

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SPECIAL DEVICES, INCORPORATED AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Company Operations

Special Devices, Incorporated, a Delaware corporation (the "Company" or "SDI"), is a leading designer and manufacturer of highly reliable precision engineered pyrotechnic
devices. These devices are used predominantly in vehicle airbag and other automotive safety systems. The Company's primary products are initiators, which function like an "electrical match" to ignite
the gas generating charge in an automotive airbag system. We believe we are the world's largest independent supplier of initiators sold to leading domestic and foreign automotive airbag system
manufacturers. Those manufacturers use SDI's product in the assembly of integrated airbag safety systems, which they then sell to automobile original equipment manufacturers.

The
Company formed a joint venture partnership, Special Devices-Molan GmbH & Co. KG ("SDI-Molan") in Germany in June 2001. SDI Germany GmbH ("SDI Germany"), a wholly owned
German subsidiary, holds the Company's 50% interest in SDI-Molan. SDI Germany was established in 2001 for the purpose of holding the interest in the joint venture. SDI-Molan's
business is the development, production, marketing, distribution and sale of air bag initiators, micro gas generators, and seat belt buckles and pyrotechnic pretensioners in Europe.
SDI-Molan started operations in September 2002.

In
June 2002 the Company incorporated Special Devices Japan Kabushiki Kaisha ("SDI Japan") in Japan and in October 2002 the Company incorporated Special Devices (Thailand)
Co., Ltd. ("SDI Thailand"). SDI Japan and SDI Thailand are subsidiaries of SDI that were formed to create a direct business presence in these geographic markets. The Company previously
distributed its products in Japan through an agent.

The
divestiture of the Aerospace Division, which included the Company's subsidiary Scot, Incorporated ("Scot"), was completed in a series of transactions in 2000 and 2001. Scot was divested on
September 21, 2000 and the net assets of the remaining Aerospace operations were sold on May 11, 2001.

As
of August 3, 2003, the Company had net liabilities of $29.5 million. The Company's ability to pay the interest on, or to refinance debt, or to fund planned capital expenditures, will
depend on generating cash flow from future operations. The Company had positive cash flow from continuing operations during the past two fiscal years and the nine months ended August 3, 2003.

2. Interim Financial Statements

The accompanying unaudited interim consolidated condensed financial statements of the Company include all adjustments (consisting of normal recurring entries) which management
believes are necessary for a fair statement of the financial position and results of operations for the periods presented. Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted. It is recommended that the accompanying
consolidated condensed financial statements be read in conjunction with the Company's audited financial statements and footnotes as of and for the year ended November 3, 2002. Operating results
for the three month and nine month periods ended August 3, 2003 are not necessarily indicative of the operating results for the full year.

During
2002, the Company refined its allocation of overhead expenses to cost of sales. As a result of this change, cost of sales, gross profit and operating expenses have been reclassified for all
prior periods presented. There was no impact on results of operations or financial position in any period. On

6

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November 4,
2002, the Company adopted Financial Accounting Standards Board ("FASB") Statement of Financial Accounting Standards ("SFAS") No. 145, "Rescission of SFAS No. 4, 44 and
64, Amendment of SFAS No. 13, and Technical Corrections." Accordingly, gains on extinguishment of debt have been reclassified to income from continuing operations. Certain other prior year
amounts have been reclassified to conform to the current year's presentation.

The
Company adopted the interim disclosure requirements of SFAS No. 148, "Accounting for Stock-Based CompensationTransition and Disclosurean Amendment of SFAS
No. 123" effective for the second quarter of fiscal 2003. At August 3, 2003, the Company has two stock-based employee compensation plans. The Company accounts for those plans under the
recognition and measurement principles of Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees", and related Interpretations. No stock-based employee
compensation cost has been recorded, as all options granted under those plans had an exercise price equal to the estimated market value of the underlying common stock on the date of grant. The
following table illustrates the
effect on net loss if the Company had applied the fair value recognition provisions of SFAS No. 123, "Accounting for Stock-Based Compensation", to stock-based employee compensation.

|                                                                                                                                            |  | Three Months
Ended |      | Nine Months
Ended |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ---- | ----------------- | -
|
|
|Net loss, as reported                                                                                                                       |  | $                  | (558 | )                 | $
|Add: Stock-based employee compensation expense included in net loss, net of related tax effects                                             |  |                    |     |                   |  
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects |  |                    | (8   | )                 |  
|                                                                                                                                            |  |                    |      |                   |  
|Pro forma net loss                                                                                                                          |  | $                  | (566 | )                 | $
|                                                                                                                                            |  |                    |      |                   |  

3. Recent Accounting Pronouncements

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments With Characteristics of both Liabilities and Equity". The statement
changes the accounting for certain financial instruments that, under previous guidance, could be classified as equity or "mezzanine" equity, by now requiring those instruments to be classified as
liabilities (or assets in some circumstances). The Company is required to adopt the provisions of SFAS No. 150 for financial instruments entered into or modified after May 31, 2003 and
otherwise as of July 7, 2003, except for mandatorily redeemable financial instruments for which the adoption date is February 1, 2004. The Company's "mezzanine" equity does not meet the
requirements of this statement and therefore the Company does not expect the adoption to have a material impact on the Company's results of operations or financial position.

In
April 2003, the FASB issued SFAS No. 149, "Amendment of SFAS No. 133 on Derivative Instruments and Hedging Activities". The statement amends and clarifies the accounting
guidance on (1) derivative instruments (including certain derivative instruments embedded in other contracts) and (2) hedging activities that fall within the scope of SFAS
No. 133, "Accounting for Derivatives and Hedging Activities". The changes in the statement are meant to result in more consistent reporting of contracts as either derivatives or hybrid
instruments. The Company is required to adopt the provisions

7

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of
SFAS No. 149 for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. The Company has only limited involvement
in derivative financial instruments and does not hold or issue them for trading purposes. Foreign currency forward exchange contracts are selectively used to manage market risks related to changes in
foreign exchange rates on transactions denominated in foreign currencies. There were no open contracts at August 3, 2003. The Company does not expect the adoption of this standard to have a
material impact on the Company's results of operations or financial position.

In
June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." This statement addresses financial accounting and reporting for costs
associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and
Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be
recognized and measured initially at fair value only when the liability is incurred, not when it is "planned". The Company is required to adopt the provisions of SFAS No. 146 for exit or
disposal activities that are initiated after December 31, 2002 and does not expect the adoption of this standard to have a material impact on the Company's results of operations or financial
position.

4. Inventories

Inventories consist of the following components:

August 3,
2003

November 3,
2002(In thousands)Raw materials and components

$
3,602

$
2,867Work in process


1,359


995Finished goods


4,162


3,599Total inventories

$
9,123

$
7,461


5. Long-Term Debt

The Company entered into a five-year credit facility (the "Credit Facility") in June 2001 which consists of a $25.0 million five-year Revolving Credit
Facility (the "Revolver") and a $5.0 million five-year Term Loan (the "Term Loan"). Available borrowings under the Revolver are based on a formula comprised of eligible accounts
receivable and inventory. The Credit Facility requires lockbox arrangements that provide for all receipts to be swept daily to reduce borrowings outstanding. The agreement governing the Credit
Facility contains customary covenants, including restrictions on the incurrence of debt, the sale of assets, mergers, acquisitions and other business combinations, voluntary prepayment of other debt,
transactions with affiliates, repurchase or redemption of equity securities, and financial covenants on tangible net worth. The Revolver and the Term Loan bear interest at the Bank's Base Rate or the
LIBOR Rate plus applicable margins. The Company has the option of electing the LIBOR Rate on all or a portion of the amount outstanding under the Credit Facility prior to the start of each quarterly
interest period. On August 1, 2003, the Company elected the LIBOR Rate option for the balance of the Term Loan for a contract term and rate of 3 months and 3.62% per annum, respectively.
At August 3, 2003, there were no borrowings outstanding under the Revolver. Letters of credit outstanding and applied for under the Revolver reduce the amount of borrowings available. The
Company had $1.9 million in letters of credit outstanding at August 3, 2003. The total amount available under the Revolver at August 3, 2003 was $10.7 million subject to
compliance with certain financial and operating

8

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covenants
which the Company must meet on a quarterly basis. The Company was in compliance with these covenants as of August 3, 2003. Substantially all of the Company's assets are pledged as
collateral under the Credit Facility.

The
Company has guaranteed bank loans made to SDI-Molan under agreements entered into in August 2002. The Company's guarantee is limited to fifty percent of the loans outstanding
and is subject to a maximum of 3.2 million Euro or approximately $3.6 million at August 3, 2003. SDI-Molan had bank loans outstanding in the amount of
3.5 million Euro or approximately $3.9 million at August 3, 2003.

The
following are the fair value and carrying amounts of long-term debt, including short-term borrowings:

August 3,
2003

November 3,
2002(In thousands)Fair value

$
69,186

$
45,188Carrying amount


76,545


77,569


The
Company's borrowings under its Term Loan and Revolver have variable rates that reflect currently available terms and conditions for similar debt. The carrying amount of this debt is a reasonable
estimate of its fair value. The Senior Subordinated Notes (the "Notes") issued in 1999 bearing interest at 113/8% per annum are traded occasionally in public markets.

6. Income Taxes

For the nine months ended August 3, 2003 and August 4, 2002, the Company had effective tax rates of 21% and 91%, respectively. The difference from the expected
statutory rate results primarily from a valuation allowance provided against SDI Germany's losses in fiscal 2003 and a nontaxable gain on extinguishment of debt in fiscal 2002.

7. The Recapitalization

On December 15, 1998, the Company consummated a series of transactions accounted for as a recapitalization (the "Recapitalization") whereby affiliates of J.F. Lehman and
Company ("J.F. Lehman") obtained a controlling interest in the Company. As a result of the Recapitalization, the Company delisted its Common Stock from the NASDAQ Stock Market, and accordingly filed
for deregistration with the Securities and Exchange Commission (the "SEC"). The Company continues to file reports with the SEC pursuant to the terms governing the Notes, which were issued as part of
the Recapitalization.

In
connection with the Recapitalization all shares of the Company's Common Stock, other than those retained by certain members of management and certain other stockholders (the "Continuing
Stockholders"), were converted into the right to receive $34 per share in cash. At the time of the Recapitalization, the Continuing Stockholders retained approximately 41.3% of the common equity of
the Company while new investors acquired the balance of the equity interests in the Company. At August 3, 2003, the Continuing Stockholders owned approximately 29.5% of the common equity of the

9

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Company.
The following table shows the effect the Recapitalization had on stockholders' equity (deficit) (dollars in thousands):

|                                                |  | Common Stock |   |   |     |   |   | Total
Stockholders'
Equity
(Deficit) |  
|----------------------------------------------- |  | ------------ | - | - | --- | - | - | ------------------------------------ | -
|
|
|Balances, October 31, 1998                      |  | 7,809,801    |   | $ | 78  |   | $ | 51,364                               |  
|Record recapitalization transaction             |  | (3,367,618   | ) |   | (41 | ) |   | 22,562                               |  
|Record redeemable common stock                  |  | (735,294     | ) |   | (7  | ) |   |                                     |  
|Contributed assets                              |  |             |   |   |    |   |   | 3,286                                |  
|Accreted put premium on redeemable common stock |  |             |   |   |    |   |   | (2,625                               | )
|Net loss                                        |  |             |   |   |    |   |   |                                     |  
|                                                |  |              |   |   |     |   |   |                                      |  
|Balances, October 31, 1999                      |  | 3,706,889    |   | $ | 30  |   | $ | 74,587                               |  
|                                                |  |              |   |   |     |   |   |                                      |  

8. Related Party Transactions

The Company made a working capital loan to SDI-Molan in August 2002 for $0.7 million. The balance outstanding at August 3, 2003 was
$0.7 million. In addition, the Company has a receivable from SDI-Molan for expenses in the amount of $0.9 million at August 3, 2003.

9. Gain on Extinguishment of Debt

In November 2001, the Company repurchased $0.8 million face value of Notes in the open market for $0.3 million resulting in a gain of $0.5 million.

10. Commitments and Contingencies

Defense Criminal Investigative Service Investigation.The Company's former Aerospace Division remains the subject of an investigation by
the Defense Criminal Investigative Service ("DCIS") of the Office of
the Inspector General, Department of Defense, into allegations that SDI deviated from contractual requirements relating to the use of organic sealants. SDI responded to a subpoena in 1999 and met
recently with the government regarding the status of the investigation. The government has indicated that it no longer is focusing on the sealant issue, but believes SDI may have deviated from
contractual requirements regarding other organic epoxy. The Company disputes the government's interpretation of the contracts as precluding the use of the epoxy in question and have submitted to the
government an expert report to that effect. One potential consequence of civil proceedings or criminal charges, if filed, is the possibility that the Company would be suspended from future military
and federal government sales, and if convicted, debarred from such sales for a period of time. This would not be expected to materially affect the Company's financial condition, results of operations
or liquidity given the divestiture of our Aerospace Division, which was completed in 2001. At this point, it is not possible to predict or assess the likelihood of an unfavorable outcome or predict
the amount of potential liabilities.

Qui Tam Suit.The Company is a defendant in a civil action entitledUnited States ex rel. Charles K. Holder v.
Special Devices, Incorporatedpending in the U.S. District Court for the Central District of California. The action, filed under seal in August 1999 and first served on
the Company in December 2001, is aqui tamlawsuit in which a former employee of the Company is seeking, on behalf of the United States, an
unspecified amount of money damages and civil penalties under the federal False Claims Act. The complaint alleges that the Company, when submitting invoices under unspecified

10

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government
contracts prior to August 1999, falsely certified that it was in compliance with environmental laws. The Company is vigorously defending the action. At this stage, it is not possible
to evaluate the likelihood of an unfavorable outcome or estimate the range of potential loss, if any.

Hermetic Seal Suit.The Company was a defendant in a civil action entitledHermetic Seal Corporation and HCC
Industries, Inc. v. Special Devices, Inc.in the Superior Court of the State of California for the County of Los Angeles. The complaint, filed in
August 2002 by a former supplier, claimed damages in excess of $2.3 million for breach of contract. The Company reached a settlement with the plaintiffs following a mediation, the terms
of which required the Company to make a payment of $530,000 in exchange for which plaintiffs released the Company from certain known and unknown liabilities arising from any of their business
dealings, including all liability to the plaintiffs arising from the facts alleged in the lawsuit. The payment was recorded as an expense in the statement of operations in the second quarter, and the
lawsuit has been dismissed with prejudice pursuant to the terms of the settlement.

Selleck Suit.The Company is a defendant in a civil action entitledDaniel F. Selleck v. Special Devices,
Incorporatedpending in the Superior Court of the State of California for the County of Ventura. A complaint, served in September 2002, alleged breach of contract, fraud
and deceit, negligent misrepresentation, and injunctive and declaratory relief, and seeks damages in excess of $1 million relating to the Plaintiff's purchase from the Company of certain real
estate located in Moorpark, California. An amended complaint served in January 2003 withdrew the allegations of fraud and deceit and the claim for injunctive relief, and added allegations of
negligent interference with prospective economic advantage. The Company also successfully challenged the negligent interference claim, which was withdrawn in a further amended complaint filed in
July 2003. The Company is vigorously defending
the action. At this stage, it is not possible to evaluate the likelihood of an unfavorable outcome or estimate the range of potential loss, if any.

Newhall Property.The Company recently learned that it holds record title to approximately 156 acres in Newhall, California, including the
property on which it conducted its operations prior to relocating to Moorpark in 1999. It had been management's understanding that title to the property was held by an entity affiliated with the
Company's former owner, from which the Company leased the property from 1978 until 1999. The Company is currently investigating the status of ownership of the property and the potential effects, if
any, of such status on the Company and its financial statements.

11

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and the related Notes thereto included elsewhere in this report.
During 2002, we refined our allocation of overhead expenses to cost of sales. As a result of this change, cost of sales, gross profit and operating expenses have been reclassified for all prior
periods presented. There was no impact on net income (loss) in any period.

Results of Operations

The following table sets forth, for the periods indicated, the percentage of net sales represented by certain items in the Company's Consolidated Statements of Operations.

|                       |  | Three Months Ended |   | Nine Months Ended |  
|---------------------- |  | ------------------ | - | ----------------- | -
|
|Net sales              |  | 100.0              | % | 100.0             | %
|Cost of sales          |  | 80.9               | % | 80.6              | %
|                       |  |                    |   |                   |  
|Gross profit           |  | 19.1               | % | 19.4              | %
|Operating expenses     |  | 12.4               | % | 11.4              | %
|                       |  |                    |   |                   |  
|Income from operations |  | 6.7                | % | 8.0               | %
|                       |  |                    |   |                   |  

Comparison of the Three Months Ended August 3, 2003 to the Three Months Ended August 4, 2002

Net Sales

Consolidated net sales for the third quarter of 2003 were $27.0 million, compared to consolidated net sales of $29.5 million for the third quarter of 2002. While
total units shipped increased by 8%, the decrease in net sales was primarily due to lower unit sales and lower prices on high value-added lead wire products. Leadwire products differ from standard
products in that SDI adds a length of electrical wire, an electrical harness connector and, in some cases, a machined retainer. Any combination of these value-added features, depending on the customer
need, differentiates a leadwire or value-added product from a standard product.

Gross Profit

Consolidated gross profit for the third quarter of 2003 was $5.2 million or 19.1% of consolidated net sales, compared to consolidated gross profit of $5.7 million
or 19.4% of consolidated net sales for the third quarter of 2002.

Operating Expenses

Consolidated operating expenses for the third quarter of 2003 were $3.3 million or 12.4% of consolidated net sales, compared with consolidated operating expenses of
$3.4 million or 11.4% of consolidated net sales for the third quarter of 2002. While operating expense dollars decreased slightly, operating expenses as a percentage of consolidated net sales
increased slightly due to the decrease in sales.

Other Income (Expense)

We recorded $0.4 million in the third quarter of 2003 for our share of the losses of our joint venture in Germany, SDI-Molan. SDI-Molan started
operations in September 2002 and we anticipate net losses from its operations during the current fiscal year.

12

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Comparison of the Nine Months Ended August 3, 2003 to the Nine Months Ended August 4, 2002

Net Sales

Consolidated net sales for the nine months ended August 3, 2003 were $82.8 million, compared to consolidated net sales of $88.9 million for the nine months
ended August 4, 2002. While total units shipped increased by 8%, the decrease in net sales was primarily due to lower unit sales and lower prices on high value-added lead wire products.
Leadwire products differ from standard products in that SDI adds a length of electrical wire, an electrical harness connector and, in some cases, a machined retainer. Any combination of these
value-added features, depending on the customer need, differentiates a leadwire or value-added product from a standard product.

Gross Profit

Consolidated gross profit for the nine months ended August 3, 2003 was $15.7 million or 19.0% of consolidated net sales, compared to consolidated gross profit of
$16.2 million or 18.2% of consolidated
net sales for the nine months ended August 4, 2002. The improvement in gross margin is primarily due to productivity gains achieved through operating efficiencies.

Operating Expenses

Consolidated operating expenses for the nine months ended August 3, 2003 were $8.5 million or 10.3% of consolidated net sales, compared with consolidated
operating expenses of $10.3 million or 11.6% of consolidated net sales for the nine months ended August 4, 2002. The decrease was primarily due to reduced legal expenses related to the
CharTech Litigation (see our Quarterly Report on Form 10-Q for the quarter ending May 4, 2003) and lower accrued incentive bonus.

Other Income (Expense)

There were no gains on extinguishment of debt in the nine months ended August 3, 2003 compared to a gain of $0.5 million in the nine months ended August 4,
2002. We repurchased $0.8 million face value of Senior Subordinated Notes (the "Notes") issued in 1999 bearing interest of 113/8% per annum in the open market for
$0.3 million.

We
recorded $0.9 million in the nine months ended August 3, 2003 for our share of the losses of our joint venture in Germany, SDI-Molan. SDI-Molan started
operations in September 2002 and we anticipate net losses from its operations during the current fiscal year.

Liquidity and Capital Resources

Our principal sources of liquidity are cash flow from operations and borrowings under our credit facilities. Our principal uses of cash are debt service requirements, capital
expenditures and working capital.

We
entered into a five-year credit facility (the "Credit Facility") in June 2001 which consists of a $25.0 million Revolving Credit Facility (the "Revolver") and a
$5.0 million five-year Term Loan (the "Term Loan"). Available borrowings under the Revolver are based on a formula comprised of our eligible accounts receivable and inventory. The
Credit Facility requires lockbox arrangements that provide for all receipts to be swept daily to reduce borrowings outstanding.

The
agreement governing the Credit Facility contains customary covenants, including restrictions on the incurrence of debt, the sale of assets, mergers, acquisitions and other business combinations,
voluntary prepayment of other debt, transactions with affiliates, repurchase or redemption of equity securities, and financial covenants on tangible net worth. Substantially all of our assets are
pledged as collateral under the Credit Facility.

13

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On
August 1, 2003, the Company elected the LIBOR Rate option for the balance of the Term Loan for a contract term and rate of 3 months and 3.62% per annum, respectively. As of
August 3, 2003, we had no borrowings and $1.9 million in letters of credit outstanding under the Revolver. The total amount available under the Revolver at August 3, 2003 was
$10.7 million subject to compliance with certain financial and operating covenants which we must meet on a quarterly basis. As of August 3, 2003, we were in compliance with all such
covenants.

We
have guaranteed bank loans made to SDI-Molan under agreements entered into in August 2002. Our guarantee is limited to fifty percent of the loans outstanding and is subject to a
maximum of 3.2 million Euro or approximately $3.6 million at August 3, 2003. SDI-Molan had bank loans outstanding in the amount of 3.5 million Euro or
$3.9 million at August 3, 2003. SDI-Molan started operations in September 2002. We anticipate net losses from its operations for the current year.

Continuing
operations provided cash of $2.0 million and $7.1 million in the nine months ended August 3, 2003 and August 4, 2002, respectively. The decrease in cash flow was
primarily due to higher inventory levels and lower collections on accounts receivable due to lower consolidated net sales in 2003 compared to 2002. Capital expenditures, primarily for manufacturing
equipment, were $4.8 million in the nine months ended August 3, 2003 compared to $4.7 million in the nine months ended August 4, 2002. We expect to spend approximately $6.0
to $7.0 million on capital expenditures, primarily for manufacturing equipment, during 2003. We will make the next semi-annual interest payment of $4.2 million on our Notes
in December 2003. We expect to make the aforementioned payments with cash from operations and borrowings under the Revolver.

As
of August 3, 2003, we had net liabilities of $29.5 million. Our ability to pay the interest on, or to refinance our debt, or to fund planned capital expenditures, will depend on
generating cash flow from future operations. We have had positive cash flow from continuing operations during the past two fiscal years and the nine months ended August 3, 2003.

Critical Accounting Policies

We prepare our financial statements in conformity with accounting principles generally accepted in the United States of America. This requires us to make estimates and
assumptions that affect reported amounts and related disclosures. Actual results could differ from those estimates. From time to time, we may have the following allowances and/or accruals among
others:



General Business and Economic Conditions

Our business and earnings are sensitive to general business and economic conditions. These conditions include automotive vehicle sales, short-term interest rates
and consumer confidence levels about the economy. If any of these conditions worsen, our business and earnings could be adversely affected. For example, if consumer confidence erodes and short term
interest rates rise to a point where purchases of automobiles are deferred, our production of initiators, our principal revenue producing product, would be adversely affected. We believe that the
airbag initiator market in the United States has become, and will for the foreseeable future remain, closely tied with the fluctuations of the automotive market. In particular, our third quarter is
affected by the automotive industry shutdown for the model year

14

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changeover.
We are subject to price pressure from our customers which reduces our revenues through lower standard unit pricing.

We
also are affected by the trend towards increased unit sales of lower cost standard products as replacements for higher cost prior generation lead wire products. The retail automotive market remains
very competitive as the OEMs compete for market share. During calendar year 2002 and early 2003, automobile manufacturers have offered an array of incentives in an effort to sustain sales.

Accounting Developments

In May 2003, the Financial Accounting Standards Board ("FASB") issued Statement of Accounting Standards ("SFAS") No. 150, "Accounting for Certain Financial
Instruments With Characteristics of both Liabilities and Equity". The statement changes the accounting for certain financial instruments that, under previous guidance, could be classified as equity or
"mezzanine" equity, by now requiring those instruments to be classified as liabilities (or assets in some circumstances). We are required to adopt the provisions of SFAS No. 150 for financial
instruments entered into or modified after May 31, 2003 and otherwise as of July 7, 2003, except for mandatorily redeemable financial instruments for which the adoption date is
February 1, 2004. Our "mezzanine" equity does not meet the requirements of this statement and therefore we do not expect the adoption to have a material impact on our results of operations,
financial position or liquidity.

In
April 2003, the FASB issued SFAS No. 149, "Amendment of SFAS No. 133 on Derivative Instruments and Hedging Activities". The statement amends and clarifies the accounting
guidance on (1) derivative instruments (including certain derivative instruments embedded in other contracts) and (2) hedging activities that fall within the scope of SFAS
No. 133, "Accounting for Derivatives and Hedging Activities". The changes in the statement are meant to result in more consistent reporting of contracts as either derivatives or hybrid
instruments. We are required to adopt the provisions of SFAS No. 149 for
contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. We have only limited involvement in derivative financial instruments
and do not hold or issue them for trading purposes. Foreign currency forward exchange contracts are selectively used to manage market risks related to changes in foreign exchange rates on transactions
denominated in foreign currencies. There were no open contracts at August 3, 2003. We do not expect the adoption of this standard to have a material impact on our results of operations,
financial position or liquidity.

In
December 2002, the FASB issued SFAS No. 148, "Accounting for Stock- Based CompensationTransition and Disclosurean amendment of SFAS No. 123". This
statement amends SFAS No. 123, "Accounting for Stock-Based Compensation", to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for
stock-based employee compensation. In addition, this statement amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial
statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. We have chosen to continue to account for stock-based
compensation using the intrinsic value method prescribed in Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and related Interpretations.
Accordingly, compensation expense for stock options is measured as the excess, if any, of the estimate of the market value of our stock at the date of the grant over the amount an employee must pay to
acquire the stock. We adopted the interim disclosure provisions of SFAS No. 148 for financial reports for the quarter ended May 4, 2003 (see Note 2 to the Consolidated Financial
Statements in Part 1). As the adoption of this standard involved disclosures only, there was no material impact on our results of operations, financial position or liquidity.

In
June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." This statement addresses financial accounting and reporting for costs
associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability

15

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Recognition
for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." SFAS No. 146 requires that a liability for a
cost associated with an exit or disposal activity be recognized and measured initially at fair value only when the liability is incurred, not when it is "planned". We are required to adopt the
provisions of SFAS No. 146 for exit or disposal activities that are initiated after December 31, 2002 and do not expect the adoption of this standard to have a material impact on our
results of operations, financial position or liquidity.

Forward-Looking Information

The Management's Discussion and Analysis of Financial Condition and Results of Operations section in this report on Form 10-Q contains certain
forward-looking statements and information within the meaning of the Private Litigation Reform Act of 1995. These forward-looking statements and the information relating to our business are based on
the beliefs of management as well as assumptions
made by and information currently available to management. The words "anticipates," "believes," "estimates," "expects," "plans," "intends," and similar expressions, as they relate to our operations,
are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions that could
cause actual results to differ materially from those expressed in any forward-looking statement. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated or expected. We do not intend to update these forward-looking statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

We have only limited involvement in derivative financial instruments and do not hold or issue them for trading purposes. We are exposed to market risk related to changes in
foreign exchange rates on transactions denominated in foreign currencies and we selectively use foreign currency forward exchange contracts to manage those risks. At August 3, 2003 we had no
open contracts. Certain amounts borrowed under our Credit Facility are at variable rates and we are thus subject to market risk resulting from interest rate fluctuations. A change of 1% in the
interest rates on these borrowings would have no material impact on our financial position, results of operations or liquidity.

We
also are exposed to market risks related to fluctuations in interest rates on the Notes we issued in December 1998. For fixed rate debt such as the Notes, changes in interest rates generally
affect the fair value of the debt instrument. However, we do not have an obligation to repay the Notes prior to maturity in December 2008.

ITEM 4. CONTROLS AND PROCEDURES

The Chief Executive Officer and the Vice President Finance of Special Devices, Incorporated (its principal executive officer and principal financial officer, respectively) have
concluded, based on their evaluation as of the end of the period covered by this report, that our disclosure controls and procedures are effective to ensure that information required to be disclosed
by us in the reports filed or submitted by us under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange
Commission's rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management,
including the Chief Executive Officer and Vice President Finance, as appropriate to allow timely decisions regarding required disclosure.

There
were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of such evaluation.

16

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PART IIOTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Hermetic Seal Suit.We were a defendant in a civil action entitledHermetic Seal Corporation and HCC
Industries, Inc. v. Special Devices, Inc.in the Superior Court of the State of California for the County of Los Angeles. The complaint, filed in
August 2002 by a former supplier, claimed damages in excess of $2.3 million for breach of contract. We reached a settlement with the plaintiffs following a mediation, the terms of which
required us to make a payment of $530,000 in exchange for which plaintiffs released us from certain known and unknown liabilities arising from any of their business dealings, including all liability
to the plaintiffs arising from the facts alleged in the lawsuit. The payment was recorded as an expense in the statement of operations in the second quarter and the lawsuit was dismissed with
prejudice pursuant to the terms of the settlement.

Selleck Suit.We are a defendant in a civil action entitledDaniel F. Selleck v. Special Devices,
Incorporatedpending in the Superior Court of the State of California for the County of Ventura. A complaint, served in September 2002, alleged breach of contract, fraud
and deceit, negligent misrepresentation, and injunctive and declaratory relief, and seeks damages in excess of $1 million relating to the Plaintiff's purchase from SDI of certain real estate
located in Moorpark, California. An amended complaint served in January 2003 withdrew the allegations of fraud and deceit and the claim for injunctive relief, and added allegations of negligent
interference with prospective economic advantage. We also successfully challenged the negligent interference claim, which was withdrawn in a further amended complaint filed in July 2003. We are
vigorously defending the action. At this stage, it is not possible to evaluate the likelihood of an unfavorable outcome or estimate the range of potential loss, if any.

For
other legal proceedings, see our Annual Report on Form 10-K for the year ended November 3, 2002 and our Quarterly Report on Form 10-Q for the quarter
ending May 4, 2003.

ITEM 2 THROUGH 5.

Omitted as not applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)   EXHIBITS

|Exhibit No. |  | Description                                                                                                                                                 
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1(g)      |  | Purchase Agreement, dated as of December 11, 1998, among SDI Acquisition Corp. and BT Alex. Brown Incorporated and Paribas Corporation.                     
|2.1(a)      |  | Amended and Restated Agreement and Plan of Merger, dated as of June 19, 1998, between the Company and SDI Acquisition Corp.                                 
|2.2(b)      |  | Amendment No. 1, dated as of October 27, 1998, to the Amended and Restated Agreement and Plan of Merger between the Company and SDI Acquisition Corp.       
|2.3(c)      |  | Guaranty Agreement, dated as of June 19, 1998, between J.F. Lehman Equity Investors I, LP and the Company.                                                  
|3.1(g)      |  | Certificate of Incorporation of the Company.                                                                                                                
|3.2(g)      |  | Bylaws of the Company.                                                                                                                                      
|4.1(g)      |  | Indenture, dated as of December 15, 1998, among SDI Acquisition Corp., the Guarantors named therein and United States Trust Company of New York, as Trustee.
|            |  |                                                                                                                                                             

17

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|4.2(g)   |  | First Supplemental Indenture, dated as of December 15, 1998, among the Company, the Guarantors named therein and the United States Trust Company of New York, as Trustee.                                                                                                                            
|-------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.3(g)   |  | Form of 113/8% Senior Subordinated Note due 2008, Series A (see Exhibit A of the First Supplemental Indenture in Exhibit 4.2).                                                                                                                                                                       
|4.4(g)   |  | Form of 113/8% Senior Subordinated Note due 2008, Series B (see Exhibit B of the First Supplemental Indenture in Exhibit 4.2).                                                                                                                                                                       
|4.5(g)   |  | Registration Rights Agreement, dated as of December 15, 1998, among SDI Acquisition Corp., as Issuer and BT Alex. Brown Incorporated and Paribas Corporation as Initial Purchasers.                                                                                                                  
|4.6(k)   |  | Certificate of Designation of Preferences and Relative Participating, Optional and Other Special Rights of Series A 6% Cumulative Convertible Preferred Stock of Special Devices, Incorporated dated as of February 28, 2001.                                                                        
|10.6(g)  |  | Management Agreement, dated as of December 15, 1998, between the Company and J.F. Lehman & Company.                                                                                                                                                                                                  
|10.7(g)  |  | Management Services Agreement, dated as of December 15, 1998, between the Company and J.F. Lehman & Company.                                                                                                                                                                                         
|10.8(g)  |  | Subscription Agreement, dated as of September 7, 1998, among the Company, Paribas Principal Incorporated, J.F. Lehman Equity Investors I, LP and JFL Co-Invest Partners I, LP.                                                                                                                       
|10.9(g)  |  | Amendment No. 1 to Subscription Agreement, dated as of December 3, 1998, among the Company, Paribas Principal Incorporated, J.F. Lehman Equity Investors I, LP and JFL Co-Invest Partners I, LP.                                                                                                     
|10.10(g) |  | Amendment No. 2 to Subscription Agreement, dated as of December 15, 1998, among the Company, Paribas Principal Incorporated, J.F. Lehman Equity Investors I, LP and JFL Co-Invest Partners I, LP.                                                                                                    
|10.11(g) |  | Stockholders Agreement, dated as of December 15, 1998, among the Company, J.F. Lehman & Co., J.F. Lehman Equity Investors I, LP, JFL Co-Invest Partners I, LP, the Neubauer Family Trust, by Walter Neubauer trustee, and the
Treinen Family Trust, by Thomas F. Treinen trustee.                    
|10.12(g) |  | Pledge Agreement, dated as of December 15, 1998, between the Neubauer Family Trust, by Walter Neubauer, trustee and J.F. Lehman & Company.                                                                                                                                                           
|10.13(g) |  | Rollover Stockholders Agreement, dated as of December 15, 1998, among the Company, J.F. Lehman & Co., the Neubauer Family Trust, by Walter Neubauer trustee, and the Treinen Family Trust, by Thomas F. Treinen trustee.                                                                             
|10.15(g) |  | Registration Rights Agreement, dated as of December 15, 1998, among the Company, J.F. Lehman Equity Investors I, LP, JFL Co-Invest Partners I, LP, Paribas Principal Incorporated, the Neubauer Family Trust, by Walter Neubauer trustee,
and the Treinen Family Trust, by Thomas F. Treinen trustee.
|10.19(d) |  | Technology License Agreement dated November 7, 1990 between the Company and Davey Bickford Smith.                                                                                                                                                                                                    
|10.20(e) |  | Amended and Restated 1991 Stock Incentive Plan of the Company.                                                                                                                                                                                                                                       
|10.27(f) |  | Development Agreement, dated August 28, 1996, between Company and the City of Moorpark.                                                                                                                                                                                                              
|10.29(h) |  | Employment Agreement dated October 1, 1999 between the Company and Thomas W. Cresante.                                                                                                                                                                                                               
|         |  |                                                                                                                                                                                                                                                                                                      

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|10.31(h) |  | 1999 Stock Option Plan dated June 23, 1999.                                                                                                                                                                                                                  
|-------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.41(l) |  | Partnership Agreement, dated as of June 26, 2001, among SDI Germany GmbH, Klaus-Jurgen Dittrich and Frank Dittrich.                                                                                                                                          
|10.42(l) |  | Side Agreement, dated as of June 26, 2001, among the Company, Anhaltinische Chemische Fabriken ACF GmbH, Molan-Werk Dittrich Gessellschaft mit beschrankter Haftung & Co. Komman-ditgesellschaft, SDI Germany GmbH, Klaus-Jurgen Dittrich
and Frank Dittrich.
|10.43(l) |  | Loan and Security Agreement, dated as of June 27, 2001, among the Company and Foothill Capital Corporation (now known as Wells Fargo Foothill, Inc.).                                                                                                        
|10.44(n) |  | Amended and Restated 1999 Stock Option Plan of the Company.                                                                                                                                                                                                  
|10.45(p) |  | Letter Agreement between the Company and Wells Fargo Foothill, Inc. dated July 17, 2002.                                                                                                                                                                     
|10.46(p) |  | Letter Agreement between the Company and Wells Fargo Foothill, Inc. dated October 23, 2002.                                                                                                                                                                  
|10.47(p) |  | Letter Agreement between the Company and Wells Fargo Foothill, Inc. dated March 28, 2003.                                                                                                                                                                    
|10.48(p) |  | Consent and First Amendment to Loan Documents between the Company and Wells Fargo Foothill, Inc. dated April 16, 2003.                                                                                                                                       
|10.49(p) |  | Letter Agreement between the Company and Wells Fargo Foothill, Inc. dated June 13, 2003.                                                                                                                                                                     
|10.50    |  | Letter Agreement between the Company and Wells Fargo Foothill, Inc. dated June 24, 2003.                                                                                                                                                                     
|10.51    |  | Letter Agreement between the Company and Wells Fargo Foothill, Inc. dated July 29, 2003.                                                                                                                                                                     
|12.1(g)  |  | Statement of Computation of Ratios of Earnings to Fixed Charges.                                                                                                                                                                                             
|21.1(o)  |  | Subsidiaries of the Company.                                                                                                                                                                                                                                 
|25.1(g)  |  | Form T-1 Statement of Eligibility of United States Trust Company of New York to act as trustee under the Indenture.                                                                                                                                          
|31.1     |  | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                      
|31.2     |  | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                      
|99.1(i)  |  | Special Devices, Incorporated Press Release dated September 22, 2000.                                                                                                                                                                                        
|99.2(i)  |  | Agreement and Plan of Merger between the Company and Wind Point Partners IV, LP dated August 18, 2000.                                                                                                                                                       
|99.3(j)  |  | Special Devices, Incorporated Press Release dated May 14, 2001.                                                                                                                                                                                              
|99.4(j)  |  | Asset Purchase Agreement, dated as of March 27, 2001, among the Company, PS/EMC West LLC and Pacific Scientific Company (solely with respect to Section 7.2 thereof).                                                                                        
|99.5(j)  |  | Amendment No. 1 to Asset Purchase Agreement dated as of May 11, 2001.                                                                                                                                                                                        
|99.6(k)  |  | Lease Agreement, dated as of June 4, 2001, among the Company, Autosafe Airbag 14 (CA) LP and Autosafe Airbag 12 (CA) LP.                                                                                                                                     
|         |  |                                                                                                                                                                                                                                                              

19

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|99.7(m) |  | Amendment No. 2 to Asset Purchase Agreement dated as of July 30, 2001.
|------- |  | ----------------------------------------------------------------------

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(b)   REPORTS ON FORM 8-K

None.

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SIGNATURES

Pursuant to the requirements 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.

|                          |  | SPECIAL DEVICES, INCORPORATED                                                                     
|------------------------- |  | --------------------------------------------------------------------------------------------------
|Dated: September 11, 2003 |  | /s/THOMAS W. CRESANTEDirector, President and Chief Executive Officer
(Principal Executive Officer)
|Dated: September 11, 2003 |  | /s/JAMES E. REEDERVice President Finance
(Principal Financial Officer)                            

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