UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 (Amendment
No. 1)
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2010
 Commission File Number 0-20127
 Escalon Medical Corp.
 (Exact name of registrant as specified in its charter)
 Pennsylvania
(State or other jurisdiction of 
incorporation or organization)
    
    33-0272839
(I.R.S. Employer
Identification No.)
 435 Devon Park Drive, Building 100, Wayne, PA 19087
(Address of principal executive offices, including zip code)
 (610) 688-6830
(Registrants telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
 Common Stock, par value $0.001
    
    NASDAQ Capital Market(Title of class)
    
    (Name of each exchange
on which registered)
 Securities Registered Pursuant to Section 12(g) of the Act: NONE
 o þ
 o þ
 þ o
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company þ
 o þ




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##### 



Part III.
 Item 10.
    
    Directors and Executive Officers and Corporate Governance
 Directors and Executive Officers
  Name
    
    Age
    
    PositionRichard J. DePiano
    
    69
    
    Chairman and Chief Executive OfficerRichard J. DePiano, Jr.
    
    44
    
    President and General CounselRobert M. OConnor
    
    49
    
    Chief Financial OfficerMark G. Wallace
    
    41
    
    Chief Operating OfficerAnthony J. Coppola
    
    73
    
    DirectorJay L. Federman
    
    72
    
    DirectorWilliam L.G. Kwan
    
    69
    
    DirectorLisa A. Napolitano
    
    47
    
    DirectorFred G. Choate
    
    64
    
    Director
      2




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##### 



3




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##### 



Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Conduct and Ethics
  Audit Committee Members and Financial Expert
  Item 11. Executive Compensation
Compensation Discussion and Analysis
Introduction
    4




---



##### 



Objectives of Compensation Program
    What Our Compensation Program Is Designed to Reward
   Elements of Our Compensation Plan and How Each Element Relates to Objectives
  Base Salaries
  Bonus
  5




---



##### 



Long-Term Incentives
   How Amounts Were Selected for Each Element of an Executives Compensation
     Accounting and Tax Considerations
  6




---



##### 



Overview of Executive Employment Agreements and 2008 Equity-Based Awards
   
    
    If Mr. DePiano retires, we are obligated to pay Mr. DePiano $8,000 per month
for life, with payments commencing the month after retirement. If Mr. DePiano were to
die within a period of three years after such retirement, we would be obligated to
continue making such payments until a minimum of 36 monthly payments have been made to
the covered executive and his beneficiaries in the aggregate.
    
    If Mr. DePiano dies before his retirement, while employed by us, we would be
obligated to make 36 monthly payments to his beneficiaries of $8,000 per month
commencing in the month after his death.
    
    If Mr. DePiano were to become permanently disabled while employed by us, we
would be obligated to pay him $8,000 per month for life, with payments commencing the
month after he suffers such disability. If Mr. DePiano were to die within three years
after suffering such disability, we would be obligated to continue making such
payments until a minimum of 36 monthly payments have been made to Mr. DePiano and his
beneficiaries in the aggregate.
    
    If Mr. DePianos employment with is terminated by us, or if he terminates his
employment with us for good reason, as defined in the agreement, we would be obligated
to pay him $8,000 per month for life. If Mr. DePiano were to die within a period of
three years after such termination, we would be obligated to continue making such
payments until a minimum of 36 monthly payments have been made to him and his
beneficiaries in the aggregate.
  7




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##### 



Compensation of Named Executive Officers
 Summary Compensation Table
  NonqualifiedName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Non-Equity
    
    
    DeferredPrincipal
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    
    Option
    
    
    Incentive Plan
    
    
    Compensation
    
    
    All OtherPosition
    
    Year
    
    Salary
    
    
    Bonus
    
    
    Awards
    
    
    Awards(1)
    
    
    Compensation
    
    
    Earnings
    
    
    Compensation (2)
    
    
    TotalRichard J. DePiano
    
    2010
    
    $
    313,303
    
    
    $
    
    
    
    $
    
    
    
    $
    38,580
    
    
    $
    
    
    
    $
    
    
    
    $
    22,233
    
    
    $
    374,116Chairman and
    
    2009
    
    $
    349,319
    
    
    $
    
    
    
    $
    
    
    
    $
    51,856
    
    
    $
    
    
    
    $
    
    
    
    $
    20,040
    
    
    $
    421,215Chief Executive
Officer
    
    2008
    
    $
    336,343
    
    
    $
    
    
    
    $
    
    
    
    $
    57,653
    
    
    $
    
    
    
    $
    
    
    
    $
    9,600
    
    
    $
    403,596Richard J. DePiano,
Jr.
    
    2010
    
    $
    167,670
    
    
    $
    
    
    
    $
    
    
    
    $
    27,301
    
    
    $
    
    
    
    $
    
    
    
    $
    9,600
    
    
    $
    204,571President and
    
    2009
    
    $
    191,407
    
    
    $
    
    
    
    $
    
    
    
    $
    16,592
    
    
    $
    
    
    
    $
    
    
    
    $
    9,600
    
    
    $
    217,599General Counsel
    
    2008
    
    $
    180,000
    
    
    $
    
    
    
    $
    
    
    
    $
    18,448
    
    
    $
    
    
    
    $
    
    
    
    $
    9,600
    
    
    $
    208,048Robert M. OConnor
    
    2010
    
    $
    191,330
    
    
    $
    
    
    
    $
    
    
    
    $
    19,247
    
    
    $
    
    
    
    $
    
    
    
    $
    9,600
    
    
    $
    220,177Chief Financial
Officer
    
    2009
    
    $
    217,062
    
    
    $
    
    
    
    $
    
    
    
    $
    16,592
    
    
    $
    
    
    
    $
    
    
    
    $
    9,600
    
    
    $
    243,2542008
    
    $
    205,400
    
    
    $
    
    
    
    $
    
    
    
    $
    8,547
    
    
    $
    
    
    
    $
    
    
    
    $
    9,600
    
    
    $
    223,547Mark Wallace
    
    2010
    
    $
    147,150
    
    
    $
    
    
    
    $
    
    
    
    $
    11,267
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    158,417Chief Operating
Officer
    
    2009
    
    $
    161,004
    
    
    $
    
    
    
    $
    
    
    
    $
    4,428
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    165,4322008
    
    $
    93,246
    
    
    $
    60,000
    
    
    $
    
    
    
    $
    2,849
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    156,095
 
 (1)
    
    Represents the dollar amount recognized for financial statement reporting purposes for the
fiscal year ended June 30, 2010, in accordance with in the FASB issued authoritative guidance
related to share based payments. Assumptions used in the calculation of these amounts are included
in Note 2 to the Consolidated Financial Statements. There were no forfeitures during fiscal 2010.
The options granted to Mr. DePiano, Sr. vest over a two-year period; options granted to Mr.
DePiano, Jr., Mr. OConnor and Mr. Wallace vest over a five-year period (see Long-Term Incentives
under Compensation Discussion and Analysis). No options were exercised by the named executives
during the year ended June 30, 2010.(2)
    
    Includes payment of, (a) an automobile allowance and (b) insurance premiums paid for life
insurance. 8




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##### 



Grants of Plan Based Awards
 Grants of Plan Based Awards
  All Other
    
    All OtherEstimated Future

    
    
    

    Estimated Future

    
    
    Stock Awards
    
    Option Awards
    
    
    
    
    
    Grant DatePayouts Under

    
    
    

    Payouts Under

    
    
    Number of
    
    Number of
    
    Exercise or
    
    Fair ValueNon-Equity Incentive

    
    
    

    Equity Incentive

    
    
    Shares of
    
    Securities
    
    Base Price
    
    of StockGrant
    
    Plan Awards
    
    Plan Awards
    
    Stock or
    
    Underlying
    
    of Option
    
    and OptionName
    
    Date
    
    Threshold
    
    Target
    
    Maximum
    
    Threshold
    
    Target
    
    Maximum
    
    Units
    
    Options
    
    Awards
    
    Award (1)Richard J.  DePiano
    
    11/16/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    $
    1.51
    
    
    $
    23,971Richard J.  DePiano,
Jr.
    
    11/16/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,000
    
    
    $
    1.51
    
    
    $
    14,382Robert M. OConnor
    
    11/16/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,000
    
    
    $
    1.51
    
    
    $
    16,780Mark  Wallace
    
    11/16/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    $
    1.51
    
    
    $
    11,985
 
 (1)
    
    Represents the fair value on date of grant in accordance with FAS 123(r). Assumptions used
in the calculation of these amounts are included in Note 2 to the Consolidated Financial
Statements. There were no forfeitures during fiscal 2010. The options granted to Mr. DePiano, Sr.
vest over a two-year period; options granted to Mr. DePiano, Jr., Mr. OConnor and Mr. Wallace vest
over a five-year period years (see Long-Term Incentives under Compensation Discussion and
Analysis). No options were exercised by the named executives during the year ended June 30, 2010. 9




---



##### 



Outstanding Equity Plan Based Awards at Fiscal Year-End 2010
  Option AwardsEquityIncentivePlan Awards:Number ofNumber of
    
    
    Number of
    
    
    SecuritiesSecurities
    
    
    Securities
    
    
    UnderlyingUnderlying
    
    
    Underlying
    
    
    Unexercised
    
    
    Option
    
    
    OptionUnexercised
    
    
    Unexercised
    
    
    Unearned
    
    
    Exercise
    
    
    ExpirationName
    
    Options
    
    
    Options
    
    
    Options
    
    
    Price
    
    
    DateExercisable
    
    
    UnexercisableRichard J. DePiano
    
    
    41,480
    
    
    
    
    
    
    
    
    
    
    $
    2.13
    
    
    
    8/12/200845,000
    
    
    
    
    
    
    
    
    
    
    $
    2.38
    
    
    
    11/1/201050,000
    
    
    
    
    
    
    
    
    
    
    $
    2.77
    
    
    
    11/1/201110,417
    
    
    
    
    
    
    
    
    
    
    $
    1.45
    
    
    
    8/13/211225,000
    
    
    
    
    
    
    
    
    
    
    $
    6.94
    
    
    
    11/10/201325,000
    
    
    
    
    
    
    
    
    
    
    $
    6.19
    
    
    
    8/17/201440,000
    
    
    
    
    
    
    
    
    
    
    $
    8.06
    
    
    
    8/16/201515,200
    
    
    
    
    
    
    
    
    
    
    $
    2.65
    
    
    
    11/9/201625,000
    
    
    
    
    
    
    
    
    
    
    $
    3.05
    
    
    
    11/13/201722,917
    
    
    
    2,083
    
    
    
    2,083
    
    
    $
    2.22
    
    
    
    9/26/20186,667
    
    
    
    13,333
    
    
    
    13,333
    
    
    $
    1.51
    
    
    
    11/16/2019Richard J. DePiano, Jr.
    
    
    700
    
    
    
    
    
    
    
    
    
    
    $
    2.38
    
    
    
    11/1/20101,100
    
    
    
    
    
    
    
    
    
    
    $
    2.77
    
    
    
    11/1/20113,567
    
    
    
    
    
    
    
    
    
    
    $
    1.45
    
    
    
    8/13/211210,000
    
    
    
    
    
    
    
    
    
    
    $
    6.94
    
    
    
    11/10/201325,000
    
    
    
    
    
    
    
    
    
    
    $
    6.19
    
    
    
    8/17/201420,000
    
    
    
    
    
    
    
    
    
    
    $
    8.06
    
    
    
    8/16/201514,666
    
    
    
    5,334
    
    
    
    5,334
    
    
    $
    2.65
    
    
    
    11/9/201610,666
    
    
    
    9,334
    
    
    
    9,334
    
    
    $
    3.05
    
    
    
    11/13/20177,000
    
    
    
    13,000
    
    
    
    13,000
    
    
    $
    2.22
    
    
    
    9/26/20181,600
    
    
    
    10,400
    
    
    
    10,400
    
    
    $
    1.51
    
    
    
    11/16/2019Robert M. OConnor
    
    
    60,000
    
    
    
    
    
    
    
    
    
    
    $
    5.05
    
    
    
    6/29/201610,666
    
    
    
    9,334
    
    
    
    9,334
    
    
    $
    3.05
    
    
    
    11/13/20177,000
    
    
    
    13,000
    
    
    
    13,000
    
    
    $
    2.22
    
    
    
    9/26/20181,867
    
    
    
    12,133
    
    
    
    12,133
    
    
    $
    1.51
    
    
    
    11/16/2019Mark Wallace
    
    
    2,666
    
    
    
    2,334
    
    
    
    2,334
    
    
    $
    3.05
    
    
    
    11/13/20177,000
    
    
    
    13,000
    
    
    
    13,000
    
    
    
    2.22
    
    
    
    9/26/20181,333
    
    
    
    8,667
    
    
    
    8,667
    
    
    
    1.51
    
    
    
    11/16/2019
 10




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##### 



(1)
    
    These options were granted under our 1999 Equity Incentive Plan and have a term of ten
years, subject to earlier termination in certain events. The options granted to Mr. DePiano, Sr.
vest over a two-year period. Options granted to Mr. DePiano, Jr., Mr. OConnor and Mr. Wallace vest
over a five-year period. No options were exercised by the named executives during the year ended
June 30, 2010. Potential Payments upon Termination or Change-in-Control
  Compensation Committee Report on Executive Compensation
  
 Compensation of Directors
  Director Compensation Fiscal 2010
  Compensation Committee Interlocks and Insider Participation
  11




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##### 



ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
 Security Ownership of Certain Beneficial Owners and Management
  Beneficial Ownership Table
 Amount of
    
    
    
    
    
    
    Amount ofBeneficial
    
    
    
    
    
    
    BeneficialOwnership
    
    
    
    
    
    
    Ownership of
    
    
    Amount ofof
    
    
    
    
    
    
    Shares
    
    
    Aggregate
    
    
    AggregateOutstanding
    
    
    Percent
    
    
    Underlying
    
    
    Beneficial
    
    
    Percent ofName
    
    Shares (1)
    
    
    of Class
    
    
    Options
    
    
    Ownership
    
    
    ClassRichard J. DePiano
    
    
    144,278
    
    
    
    1.9
    %
    
    
    306,897
    
    
    
    451,175
    
    
    
    5.9
    %Richard J. DePiano, Jr.
    
    
    206
    
    
    
    0.0
    %
    
    
    112,367
    
    
    
    112,573
    
    
    
    1.4
    %Robert OConnor
    
    
    
    
    
    
    0.0
    %
    
    
    114,000
    
    
    
    114,000
    
    
    
    1.5
    %Mark Wallace
    
    
    
    
    
    
    0.0
    %
    
    
    57,467
    
    
    
    57,467
    
    
    
    *William L.G. Kwan
    
    
    
    
    
    
    0.0
    %
    
    
    80,000
    
    
    
    80,000
    
    
    
    1.0
    %Jay L. Federman
    
    
    12,072
    
    
    
    0.0
    %
    
    
    75,000
    
    
    
    87,072
    
    
    
    1.1
    %Anthony J. Coppola
    
    
    
    
    
    
    0.0
    %
    
    
    55,000
    
    
    
    55,000
    
    
    
    *Lisa Napolitano
    
    
    
    
    
    
    0.0
    %
    
    
    52,000
    
    
    
    52,000
    
    
    
    *Fred Choate
    
    
    
    
    
    
    0.0
    %
    
    
    40,000
    
    
    
    40,000
    
    
    
    *All Directors and
Executive Officers as
a group 
(9 persons)
    
    
    156,556
    
    
    
    2.0
    %
    
    
    892,731
    
    
    
    1,049,287
    
    
    
    13.9
    %
 
 (*)
    
    Less than on percent(1)
    
    Information furnished by each individual named. This table includes shares that are owned jointly,
in whole or in part with the persons spouse, or individually by his or her spouse. No shares held
by board members or named executive officers are pledged as collateral. 12




---



##### 



Equity Compensation Plan Information
  Number of securities remainingavailable for future issuanceNumber of Shares to be
    
    
    Weighted-average exercise
    
    
    under equity compensation plansissued upon exercise of
    
    
    price of outstanding stock
    
    
    (excluding securities reflected inoutstanding stock options
    
    
    options
    
    
    column a))Plan Category
    
    (a)
    
    
    (b)
    
    
    (c)Equity Compensation
plans approved by
shareholders
    
    
    849,438
    
    
    $
    2.21
    
    
    
    129,575Equity Compensation
plans not approved by
shareholders
    
    
    
    
    
    
    
    
    
    
    849,438
    
    
    $
    2.21
    
    
    
    129,575
 Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence.
 Related Person Transactions
    Director Independence
  13




---



##### 



ITEM 14.
    
    Principal Accounting Fees and Services
  For the years endedJune 30,2010
    
    
    2009Audit Fees
    
    $
    158,026
    
    
    $
    224,975Audit-Related Fees
    
    $
    
    
    
    $
    Tax Fees
    
    $
    
    
    
    $
    All Other Fees
    
    $
    
    
    
    $
    Total Fees
    
    $
    158,026
    
    
    $
    224,975
   14




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##### 



PART IV
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
  (a) Documents Filed as Part of This Annual Report on Form 10-K:
 (1) Financial Statements
     (2) Financial Statement Schedules
  3) EXHIBITS
  3.1
    
    (a)
    
    Restated Articles of Incorporation of Registrant. (8)(b)
    
    Agreement and Plan of Merger dated as of September 28, 2001 between Escalon
Pennsylvania, Inc. and Escalon Medical Corp. (8)3.2
    
    
    
    Bylaws of Registrant. (8)4.1
    
    (a)
    
    Warrant Agreement between Registrant and U.S. Stock Transfer Corporation. (1)(b)
    
    Amendment to Warrant Agreement between the Registrant and U.S. Stock
Transfer Corporation. (2)




---



##### 



(c)
    
    Amendment to Warrant Agreement between the Registrant and American
Stock Transfer Corporation. (3)10.1
    
    
    
    Employment Agreement between the Registrant and Richard J. DePiano
dated May 12, 1998. (6)**10.2
    
    
    
    Non-Exclusive Distributorship Agreement between Registrant and Scott
Medical Products dated October 12, 2000. (9)10.4
    
    
    
    Supply Agreement between the Registrant and Bausch & Lomb Surgical,
Inc. dated August 13, 1999. (5)10.7
    
    
    
    Registrants amended and restated 1999 Equity Incentive Plan. (13) **10.8
    
    
    
    Securities Purchase Agreement dated as of March 16, 2004 (the
Securities Purchase Agreement) between the Company and the
Purchasers signatory thereto. (14)10.9
    
    
    
    Registration Rights Agreement dated as of March 16, 2004 between the
Company and the Purchasers signatory thereto. (14)10.10
    
    
    
    Form of Warrant to Purchase Common Stock issued to each Purchaser
under the Securities Purchase Agreement. (14)10.12
    
    
    
    Supplemental Executive Retirement Benefit Agreement for Richard
DePiano dated June 23, 2005. (16)**10.13
    
    
    
    Vascular Access Sales Agreement dated April 30, 2010. (17)10.14
    
    
    
    Registrants 2004 Equity Incentive Plan (19)**21
    
    
    
    Subsidiaries. (11)23.1
    
    
    
    Consent of Independent Registered Public Accounting Firm (18).32.1
    
    
    
    Certification of the Chief Executive Officer pursuant to Section 302
of the Sarbanes Oxley Act of 2002 (*).32.2
    
    
    
    Certification of the Chief Financial Officer pursuant to Section 302
of the Sarbanes Oxley Act of 2002 (*).32.1
    
    
    
    Certification of the Chief Executive Officer pursuant to Section 906
of the Sarbanes Oxley Act of 2002 (18).32.2
    
    
    
    Certification of the Chief Financial Officer pursuant to Section 906
of the Sarbanes Oxley Act of 2002 (18).
 
 *
    
    Filed herewith.**
    
    Management contract of compensatory plan.




---



##### 



(1)
    
    Filed as an exhibit to Pre-Effective Amendment No. 2 to the Companys Registration
Statement on Form S-1 dated November 9, 1993 (Registration No. 33-69360).(2)
    
    Filed as an exhibit to the Companys Form 10-KSB for the year ended June 30, 1994.(3)
    
    Filed as an exhibit to the Companys Form 10-KSB for the year ended June 30, 1995.(4)
    
    Filed as an exhibit to the Companys Registration Statement on Form S-3 dated
January 20, 1998 (Registration No. 333-44513).(5)
    
    Filed as an exhibit to the Companys Form 10-KSB for the year ended June 30, 1999.(6)
    
    Filed as an exhibit to the Companys Form 8-K/A, dated March 31, 2000.(7)
    
    Filed as an exhibit to the Companys Registration Statement on Form s-* dated
February 25, 2000 (Registration No. 333-31138).(8)
    
    Filed as an exhibit to the Companys Proxy Statement on Schedule 14A, as filed by the
Company with the SEC on September 21, 2001.(9)
    
    Filed as an exhibit to the Companys Form 10-KSB for the year ended June 30, 2001.(10)
    
    Filed as an exhibit to the Companys Form 10-Q for the quarter ended March 31, 2001.(11)
    
    Filed as an exhibit to the Companys Form 10-K/A for the year ended June 30, 2009.(12)
    
    Filed as an exhibit to the Companys Form 10-Q for the quarter ended December 31, 2002.(13)
    
    Filed as an exhibit to the Companys Form 10-Q for the quarter ended December 31, 2003.(14)
    
    Filed as an exhibit to the Companys Registration Statement on Form S-3 dated April 8,
2004 (Registration No. 333-114332).(15)
    
    Filed as an exhibit to the Companys Form 10-Q for the quarter ended March 31, 2004.(16)
    
    Filed as an exhibit to the Companys Form 8-K, dated June 23, 2005.(17)
    
    Filed as an exhibit to the Companys Form 8-K, dated May 6, 2010.(18)
    
    Filed as an exhibit to the Companys Form 10-K, for the year ended 2010.(19)
    
    Filed as an Annex to the Companys Proxy Statement on Schedule 14A, as filed by the Company with the SEC on October 26, 2004.
 Signatures
  Escalon Medical Corp.
(Registrant)By:
    /s/ Richard J. DePianoRichard J. DePianoChairman and Chief Executive Officer




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INDEX TO EXHIBITS
 No.
    
    EXHIBIT DESCRIPTION32.1
    
    Certification of the Chief Executive Officer32.2
    
    Certification of the Chief Financial Officer