**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

**FORM 10-K**

**(Mark One)**

**x**                              ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934

**Forthe fiscal year ended July 1, 2007**

**OR**

**o**                                 TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934

**Commissionfile number 1-10233**

**MAGNETEK, INC.**

(Exact name of Registrantas specified in its charter)

| **DELAWARE**                                              |   | **95-3917584**      |
|-----------------------------------------------------------|--------|---------------------|
| (State or other jurisdiction of                           |   | (I.R.S. Employer    |
| incorporation or organization)                            |   | Identification No.) |
| **N49 W13650 Campbell Drive  Menomonee Falls, Wisconsin** |   | **53051**           |
| (Address of Principal Executive Offices)                  |   | (Zip Code)          |

 

**Registrant’s telephone number,including area code: **(262) 783-3500

Securities registeredpursuant to Section 12(b) of the Act:

| Title of each class              | ** ** | **Name of each  exchange** | ** ** |
|----------------------------------|------------|----------------------------|------------|
| ** **                       | ** ** | **on which  registered**   | ** ** |
| Common Stock,  $.01 par value    |       | New York Stock Exchange    |       |
| Preferred Stock  Purchase Rights |       | New York Stock Exchange    |       |

Securities registeredpursuant to Section 12(g) of the Act:   **None**

Indicate by check mark ifthe Registrant is a well known seasoned issuer, as defined in Rule 405 ofthe Securities Act. Yes  o  No  x

Indicate by check mark ifthe Registrant is not required to file reports pursuant to Section 13 or Section 15(d) ofthe Act. Yes  o  No  x

Indicate by check markwhether the Registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the Registrant was required tofile such reports), and (2) has been subject to such filing requirementsfor the past 90 days. Yes  x  No  o

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K isnot contained herein, and will not be contained, to the best of Registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment tothis Form 10-K. x

Indicateby check mark whether the Registrant is a large accelerated filer, anaccelerated filer, or a non-accelerated filer. See definition of “acceleratedfiler and large accelerated filer” in Rule 12b-2 of the Exchange Act.(Check one):

| Large accelerated filer o | Accelerated  filer x | Non-accelerated  filer o |
|---------------------------|----------------------|--------------------------|

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2of the Exchange Act). o  Yes x  No

The aggregate market valueof the voting stock held by non-affiliates of the Registrant, based on the closingprice of $5.65, per share as reported by the New York Stock Exchange, on December 31,2006 (the last business day of the Company’s most recently completed secondfiscal quarter), was $166,504,302. Shares of common stock held by eachexecutive officer and director have been excluded since such persons may bedeemed affiliates. This determination of affiliate status is not necessarily aconclusive determination for other purposes.

The number of sharesoutstanding of the Registrant’s Common Stock, as of August 15, 2007 was 30,188,919shares.

**DOCUMENTSINCORPORATED BY REFERENCE**

Portions of the Magnetek, Inc.2007 Annual Report for the fiscal year ended July 1, 2007 are incorporatedby reference into Part II of this Form 10-K. With the exceptionof those portions which are expressly incorporated by reference into this Form 10-K,the Magnetek, Inc. 2007 Annual Report is not deemed filed as part of this Form 10-K.

Portionsof the Magnetek, Inc. definitive Proxy Statement to be filed with theSecurities and Exchange Commission within 120 days after the close of thefiscal year ended July 1, 2007 are incorporated by reference into Part IIIof this Form 10-K.

----

**MAGNETEK, INC.ANNUAL REPORT ON FORM 10-KFOR THE FISCAL YEAR ENDED JULY 1, 2007**
|           | ** **                                                                                                         | **Page** |
|-----------|--------------------------------------------------------------------------------------------------------------------|----------|
|      | PART I                                                                                                        |     |   |
| ITEM  1.  | DESCRIPTION  OF BUSINESS                                                                                           | 3        |   |
| ITEM 1A.  | RISK FACTORS                                                                                                       | 7        |   |
| ITEM 1B.  | UNRESOLVED STAFF COMMENTS                                                                                          | 7        |   |
| ITEM 2.   | PROPERTIES                                                                                                         | 8        |   |
| ITEM 3.   | LEGAL PROCEEDINGS                                                                                                  | 8        |   |
| ITEM 4.   | SUBMISSION OF MATTERS TO A VOTE  OF SECURITY HOLDERS                                                               | 9        |   |
|      | PART II                                                                                                       |     |   |
| ITEM 5.   | MARKET FOR REGISTRANT’S  COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 10       |   |
| ITEM 6.   | SELECTED FINANCIAL DATA                                                                                            | 11       |   |
| ITEM  7.  | MANAGEMENT’S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                        | 11       |   |
| ITEM  7A. | QUANTITATIVE  AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                        | 11       |   |
| ITEM  8.  | FINANCIAL  STATEMENTS AND SUPPLEMENTARY DATA                                                                       | 12       |   |
| ITEM  9.  | CHANGES  IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                              | 12       |   |
| ITEM  9A. | CONTROLS  AND PROCEDURES                                                                                           | 12       |   |
| ITEM  9B. | OTHER  INFORMATION                                                                                                 | 13       |   |
|      | PART III                                                                                                      |     |   |
| ITEM  10. | DIRECTORS  AND EXECUTIVE OFFICERS OF THE REGISTRANT                                                                | 13       |   |
| ITEM 11.  | EXECUTIVE COMPENSATION                                                                                             | 14       |   |
| ITEM 12.  | SECURITY OWNERSHIP OF  CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS                    | 14       |   |
| ITEM  13. | CERTAIN  RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                                         | 14       |   |
| ITEM  14. | PRINCIPAL  ACCOUNTING FEES AND SERVICES                                                                            | 14       |   |
|      | PART IV                                                                                                       |     |   |
| ITEM 15.  | EXHIBITS AND FINANCIAL  STATEMENT SCHEDULES                                                                        | 14       |   |
|      | SIGNATURES                                                                                                         | 18       |   |

 

The Company uses a 52-53 week fiscal year whichends on the Sunday nearest June 30. Fiscal years 2007 and 2006 contained52 weeks; fiscal year 2005 contained 53 weeks.

2

----

**PART I**

**ITEM1. DESCRIPTION OF BUSINESS**

**General**

Magnetek, Inc. (“Magnetek” or “the Company”) is globalprovider of digital power control systems that are used to control motion andpower primarily in material handling, people moving, telecommunications (“telecom”)and energy delivery applications. Magnetek’s products are sold directly orthrough manufacturers’ representatives to original equipment manufacturers (“OEMs”)for incorporation into their products, to system integrators and value-addedresellers for assembly and incorporation into end-user systems, to distributorsfor resale to OEMs and contractors, and to end-users for repair and replacementpurposes. Magnetek operates in a single segment, Digital Power Control Systems.The Company was founded in July 1984 and is listed on the New York StockExchange (NYSE: MAG).

During fiscal 2006, management conducted an evaluationof cash raising alternatives intended to enable the Company to address pendingdebt repayment and pension obligations, as well as provide funds for futuregrowth initiatives. As a result, the Company divested its power electronicsbusiness in October, 2006. The Company used the net cash proceeds from the saleof the business to repay all outstanding debt and make a $30 million contributionto its defined benefit pension plan.

During fiscal 2007 the Company relocated both theoperations of its telecom power business (from Dallas, Texas) and its corporateheadquarters (from Chatsworth, California) to Menomonee Falls, Wisconsin. Managementbelieves these relocations will result in a reduction in corporateadministrative expenses and improvement in operating performance in the telecompower business through cost savings and efficiency gains.

Magnetek’s systems consistprimarily of programmable motion control and power conditioning systems used inthe following applications: overhead cranes and hoists; elevators; wirelesstelecom; coal mining equipment; and fuel cells and wind turbines. The Companyis North America’s largest independent supplier of digital drives, radiocontrols, software and accessories for industrial cranes and hoists, and isalso the largest independent supplier of digital motion control systems forelevators. Customers include most of the industrial crane and hoist companies inNorth America and the world’s leading elevator builders. Magnetek was the world’sfirst and is the largest independent builder of power conditioners forcommercial stationary fuel cells, its principal customer being UnitedTechnologies. Magnetek’s operations are located in North America, predominantlyin Menomonee Falls, Wisconsin, the location of the Company’s headquarters.

**Product Offerings**

Magnetek is a leading provider of innovative powercontrol and delivery systems and solutions for overhead material handlingapplications used in industries such as: aerospace, automotive, steel,aluminum, paper, logging, mining, ship loading, nuclear power plants, workboats, locomotive yards, and the grain industry. Magnetek’s material handlingproducts include drives, radio remote controls, and braking,collision-avoidance, and electrification subsystems, sold primarily to originalequipment manufacturers of overhead cranes and hoists. The Company has asignificant market share in North America in alternating current (“AC”) drivesand sees revenue growth opportunities in direct current (“DC”) drives forretrofit applications and in wireless remote controls.

Magnetek also designs, builds, sells, and supportselevator application specific drive products and is recognized as a leader forDC high performance elevator drives, as well as AC drives for low and highperformance traction elevators. The Company’s elevator product offerings arecomprised of highly integrated subsystems and drives used to control motionprimarily in high-rise, high speed elevator applications. The Company’sproducts are sold mainly to elevator OEMs and the Company has a significantshare of the available market for DC drives and subsystems used in high-riseelevators for both new and retrofit projects. Magnetek elevator drivescurrently operate in seventeen of the thirty tallest buildings in the world.The Company believes opportunities for growth exist in available elevatormarkets through the introduction of new energy-saving product offerings forboth DC and AC applications; expanding the breadth of available productofferings to include competitive low-end products for lower performanceapplications; and using new product offerings to expand geographically,primarily into Asia.

Magnetek’s telecom product offerings provide reliablebackup power primarily for wireless cell sites. The Company provides powersystems in climate controlled outdoor enclosures, indoor cabinets, and mobilecommunications vehicles. These power systems are available with remote/localmonitoring and control capabilities using Ethernet connectivity.

Magnetek’s energy delivery product offerings includepower inverters for fuel cells and wind turbines, which deliver AC power fromthese energy sources to the utility power grid. The Company believes there arerevenue growth opportunities in 

3

----

the wind market which isgrowing very rapidly in North America as wind power becomes increasinglycompetitive from a cost standpoint with more traditional methods of powergeneration. The Company also provides drives for underground coal miningequipment.

The Company intends tocontinue to build on its competitive strengths in established material handlingand elevator markets and continue to invest in research and development toexpand the Company’s product portfolio aimed at penetrating growing andemerging markets for digital power-based systems, such as alternative energy.

**Seasonality**

Magnetek’s power systemsfor material handling applications currently represent over 50% of the Company’sannual revenues. Sales of these products tend to follow capital budgeting andspending patterns of the customer base. As a result, Magnetek’s revenues aregenerally strongest in the second and fourth fiscal quarters, with relativelylower revenues in the first and third fiscal quarters.

**Backlog**

Magnetek’s backlog as ofthe end of fiscal 2007 was $19.3 million versus $12.6 million at the endof fiscal 2006. The increase in backlog is primarily due to a $7.2 millionorder for inverters for the wind market. The Company expects most of the ordersin its backlog to be filled during first half of fiscal 2008.

**Competition**

Magnetek’s primarycompetitors during fiscal 2007 included: Control Techniques; KCI/Konecranes,OMRON, Yaskawa, Fronius, SMA, SatCon Technology, Semikron, Telemics and Xantrex.Some of these companies have substantially greater financial, marketing andother resources, larger product portfolios and greater brand recognition thanMagnetek.

**CompetitiveStrengths**

Management believes that Magnetek benefits most fromcompetitive advantages in the following areas:

*TechnologicalCapabilities.**  *Magnetekemphasizes and leverages its ability to provide custom-designed andcustomized solutions for power and motion control applications through digitalpower-electronic technology. The Company’s technical personnel possesssubstantial expertise in disciplines central to digital power systems andapplications. These include analog-to-digital circuit design, thermalmanagement technology, and the application of microprocessors, digital signalprocessors and software algorithms in the development of “smart” powerproducts.

*CustomerRelationships.**  *Magnetekhas established long-term relationships with major manufacturers of cranes andhoists, elevators and mining equipment, among others. The Company believes thatthese relationships have resulted from its reliability and responsiveness,readiness to meet special customer requirements based on innovative technologyand application expertise, and the quality and performance of its products.

*Product Breadth andSystems Sales Channels.**  *Magnetekprovides a variety of products in each of its major product lines. For materialhandling customers, Magnetek serves as a “one-stop-shop” providing a full rangeof crane controls as well as subsystems including radio controls, brakes andelectrification. Management believes that Magnetek’s well established network of“Electromotive SystemsTM” dealers, “Performance Plus” centers and key OEMcustomers constitute a significant competitive advantage in the North Americanmaterials handling marketplace.

**CompetitiveWeaknesses**

Management considers theCompany’s primary competitive weaknesses to be its limited size and financialresources. Based upon current plans and business conditions, the Companybelieves that available cash and short-term investments, borrowing capacityunder our revolving credit facility, and internally generated cash flows willbe sufficient to fund anticipated operational needs, capital expenditures andother commitments over the next 12 months. However, some of the Company’scompetitors have substantially greater financial resources than Magnetek.

**Suppliers and RawMaterials**

Virtually all materialsand components purchased by the Company are available from multiple suppliers. Duringfiscal 2007, raw material purchases accounted for approximately 69% of theCompany’s cost of sales. Production of digital power 

4

----

controlsystems depends heavily on various electronic components as well as steel andaluminum enclosures and wire harnesses. The Company seeks to obtain competitivepricing on these raw materials by utilizing multiple suppliers and leveragingits total purchasing requirements.

**Research andDevelopment**

Magnetek’s research anddevelopment activities, which are conducted primarily in Menomonee Falls,Wisconsin, are directed toward developing new products, improving existingproducts and customizing or modifying products to meet customers’ specificneeds. Total research and development expenditures were approximately $4.7million, $4.9 million, and $4.7 million respectively, for the Company’s2007, 2006 and 2005 fiscal years.

**IntellectualProperty**

Magnetek holds numerouspatents, trademarks and copyrights, and believes that it holds or licenses allof the patent, trademark, copyright and other intellectual property rightsnecessary to conduct its business. The Company generally relies upon patents,copyrights, trademarks and trade secret laws to establish and maintain itsproprietary rights in its technology and products. There can be no assurancethat any of its patents, trademarks or other intellectual property rights willnot be challenged, invalidated or circumvented, or that any rights grantedthereunder will provide competitive advantages to the Company. In addition,there can be no assurance that patents will be issued from pending patentapplications filed by the Company, or that claims allowed on any future patentswill be sufficiently broad to protect Magnetek’s technology. Further, the lawsof some foreign countries may not permit the protection of Magnetek’sproprietary rights to the same extent as do the laws of the United States. Althoughthe Company believes the protection afforded by its patents, patentapplications, trademarks and copyrights has value, Magnetek’s future successwill depend primarily on the innovative skills, technological expertise,research and development and management capabilities of its employees ratherthan on patent, copyright, and trademark protection.

**InternationalOperations**

International sales accounted for 12% of Magnetek’snet revenues in fiscal 2007. The Company defines international sales as salesof products manufactured by its facilities outside the U.S. that are soldoutside of the U.S., as well as sales of products manufactured in the U.S. topurchasers outside of the U.S.

For the Company’s 2007, 2006, and 2005 fiscal years,revenues derived from domestic sales were $91.7 million, $85.7 million and$71.6 million, respectively, and revenues derived from international sales were$12.1 million, $16.0 million and $14.7 million.

The Company holds assetsin the U.S., Canada and the United Kingdom totaling $104.7 million, of which$6.1 million are held in Canada and $1.6 million are in the United Kingdom.

**Employee Relations**

As of August 1, 2007,the Company had approximately 250 salaried employees and approximately130 hourly employees, none of whom were covered by collective bargainingagreements with unions. The Company believes that its relationships with itsemployees are favorable.

**AvailableInformation**

The Company’s Internetaddress is www.magnetek.com. The Company’s annual reports on Form 10-K,quarterly reports on Form 10-Q, current reports on Form 8-Kand any amendments to these reports that are filed by the Company with theSecurities and Exchange Commission (SEC) pursuant to Section 13(a) or15(d) of the Securities Exchange Act of 1934 are available free of chargeat or through the Company’s website.

**EnvironmentalMatters**

From time to time, Magnetek has taken action to bringcertain facilities associated with previously owned businesses into compliancewith applicable environmental laws and regulations. Upon the subsequent sale ofcertain businesses, the Company agreed to indemnify the buyers againstenvironmental claims associated with the divested operations, subject tocertain conditions and limitations. Remediation activities, including thoserelated to the Company’s indemnification obligations, did not involve materialexpenditures during fiscal years 2007, 2006, or 2005.

5

----

The Company has also beenidentified by the United States Environmental Protection Agency and certainstate agencies as a potentially responsible party for cleanup costs associatedwith alleged past waste disposal practices at several previously ownedfacilities and offsite locations. Its remediation activities as a potentiallyresponsible party were not material in fiscal years 2007, 2006 and 2005.Although the materiality of future expenditures for environmental activitiesmay be affected by the level and type of contamination, the extent and natureof cleanup activities required by governmental authorities, the nature of theCompany’s alleged connection to the contaminated sites, the number andfinancial resources of other potentially responsible parties, the availabilityof indemnification rights against third parties and the identification ofadditional contaminated sites, the Company’s estimated share of liability, ifany, for environmental remediation, including its indemnification obligations,is not expected to be material.

*Century Electric(McMinnville, Tennessee)*

Prior to the Company’spurchase of Century Electric, Inc. (“Century Electric”) in 1986, CenturyElectric acquired a business from Gould Inc. (“Gould”) in May 1983that included a leasehold interest in a fractional horsepower electric motormanufacturing facility located in McMinnville, Tennessee. Gould agreed toindemnify Century Electric from and against liabilities and expenses arisingout of the handling and cleanup of certain waste materials, including but notlimited to cleaning up any polychlorinated biphenyls (“PCBs”) at theMcMinnville facility (the “1983 Indemnity”). The presence of PCBs and othersubstances, including solvents, in the soil and in the groundwater underlyingthe facility and in certain offsite soil, sediment and biota samples has beenidentified. The McMinnville plant is listed as a Tennessee Inactive HazardousWaste Substance Site and plant employees were notified of the presence ofcontaminants at the facility. Gould has completed an interim remedialexcavation and disposal of onsite soil containing PCBs and a preliminaryinvestigation and cleanup of certain onsite and offsite contamination. TheCompany believes the cost of further investigation and remediation (includingancillary costs) are covered by the 1983 Indemnity. The Company sold itsleasehold interest in the McMinnville plant in August 1999 and while theCompany believes that Gould will continue to perform substantially under itsindemnity obligations, Gould’s substantial failure to perform such obligationscould have a material adverse effect on the Company’s financial position, cashflows and results of operations.

*Environmental—Effectof Fruit of the Loom Bankruptcy (Bridgeport, Connecticut)*

In 1986, the Company acquired the stock of UniversalManufacturing Company (“Universal”) from a predecessor of Fruit of the Loom (“FOL”),and the predecessor agreed to indemnify the Company against certainenvironmental liabilities arising from pre-acquisition activities at a facilityin Bridgeport, Connecticut. Environmental liabilities covered by theindemnification agreement include completion of additional cleanup activities,if any, at the Bridgeport facility and defense and indemnification againstliability for potential response costs related to offsite disposal locations.The Company’s leasehold interest in the Bridgeport facility was assigned to thebuyer in connection with the sale of the Company’s transformer business in June 2001.FOL, the successor to the indemnification obligation, filed a petition forReorganization under Chapter 11 of the Bankruptcy Code in 1999 and the Companyfiled a proof of claim in the proceeding for obligations related to theenvironmental indemnification agreement. The Company believes that FOL hadsubstantially completed the clean-up obligations required by theindemnification agreement prior to the bankruptcy filing. In November 2001,the Company and FOL entered into an agreement involving the allocation ofcertain potential tax benefits and Magnetek withdrew its claims in thebankruptcy proceeding. FOL’s obligation to the state of Connecticut was notdischarged in the reorganization proceeding.

In October 2006, theowner of the Bridgeport facility filed a lawsuit in Superior Court, J.D. ofFairfield, Connecticut alleging that the Company is obligated to remediateenvironmental contamination at the facility. The Company filed a Motion to Stayand Remand the matter to the Connecticut Department of Environmental Protection(“DEP”) on the basis that DEP has primary jurisdiction to determine the needand responsibility for any further remediation. Following the court’s denial ofsuch motion, the Company filed its answer, affirmative defenses andcounterclaims. Plaintiff amended its complaint, alleging breach of leaseobligations and violation of Connecticut environmental statutory requirements.The case is in discovery. DEP recently requested parties, including theCompany, to submit reports summarizing the investigations and remediationperformed to date at the site and the proposed additional investigations andremediation necessary to complete those actions at the site. DEP requestedadditional information from the Company relating to site investigations andremediation. DEP also conducted an on-site inspection at the Bridgeportfacility. FOL’s inability to satisfy its remaining obligations related to theBridgeport facility and any offsite disposal locations, or an unfavorableruling in the lawsuit with the owner of the Bridgeport facility, or thediscovery of additional environmental contamination at the Bridgeport facilitycould have a material adverse effect on the Company’s financial position, cashflows or results of operations.

6

----

**SupplementalInformation-Executive Officers of the Company**

Thefollowing table sets forth certain information regarding the current executiveofficers of the Company.

| **Name**            | ** ** | ** ** | ** ** | **Age** | ** ** | **Position**                                          | ** ** | ** ** | ** ** |
|---------------------|------------|------------|------------|---------|------------|-------------------------------------------------------|------------|------------|------------|
| David P. Reiland    |       |       | 53         |    |       | President  and Chief Executive Officer                |       |
| Peter M.  McCormick |       |       | 47         |    |       | Executive  Vice President and Chief Operating Officer |       |
| Marty J.  Schwenner |       |       | 46         |    |       | Vice  President and Chief Financial Officer           |       |
| Ryan D. Gile        |       |       | 38         |    |       | Vice  President, Controller                           |       |
| Jolene L. Shellman  |       |       | 60         |    |       | Vice President Legal  Affairs and Corporate Secretary |       |

 

David Reiland has been President and Chief ExecutiveOfficer of the Company since November 2006. Prior to that, Mr. Reilandserved as an Executive Vice President of the Company and was its ChiefFinancial Officer since 1988. In 2003, Mr. Reiland assumed temporaryresponsibility for the Company’s Telecom Power Group during a managementrestructure. Mr. Reiland has also served as the Controller of the Companyfrom 1986 until 1993 and as Vice President, Finance from 1987 to 1989. Mr. Reilandis a Certified Public Accountant.

Peter McCormick has been Chief Operating Officer ofthe Company since November 2006 and has been the Executive Vice Presidentresponsible for the Company’s Power Control Systems Group since 2002. Prior tothat, he served as the President of the Company’s Industrial Controls Groupfrom 1999 until 2002. Since joining the Company in 1996, Mr. McCormick hasalso served as the Vice President of Operations for the drives group from 1998until 1999 and as Vice President of the custom products business group from1996 until 1998.

Marty Schwenner has been Chief Financial Officer ofthe Company since November 2006. Mr. Schwenner has served as a VicePresident of the Company since 2003 and was Controller of the Company from 2002until November 2006. Mr. Schwenner was Vice President of Finance forthe Power Electronic Group from 1998 until 2002. Mr. Schwenner also servedas the Chief Financial Officer of the Company’s European Operations from 1992to 1998 and as Internal Audit Manager from 1991 until 1992. Mr. Schwennerjoined Magnetek as an Internal Auditor in 1989. Mr. Schwenner is aCertified Public Accountant and a Certified Internal Auditor.

Ryan Gile has been Vice President and Controller ofthe Company since November 2006. Prior to that, Mr. Gile had servedas Magnetek’s Vice President of Finance and Business Systems for the Company’sPower Control Systems Group since 2002. Before joining Magnetek, Mr. Gilewas a Finance Manager at Rockwell Automation since 1995 and was also aFinancial Auditor and Tax Associate at Coopers & Lybrand LLP. Mr. Gileis a Certified Public Accountant.

Jolene Shellman joined theCompany on January 3, 2007 as Vice President Legal Affairs and CorporateSecretary. Prior to joining Magnetek, Ms. Shellman was an attorney withVarnum, Riddering, Schmidt & Howlett LLP in its Milwaukee, WI officefrom 1997 until 2006, and she was self employed as a contract attorney from March 2006until she joined the Company. From 1979 until 1997, she was Assistant GeneralCounsel and Assistant Secretary at A.O. Smith Corporation and Assistant GeneralCounsel with Tower Automotive, Inc. after it acquired A.O. Smith’sautomotive business. She also was House Counsel and Assistant Secretary atMutual Savings and Loan Association from 1975 to 1979.

**ITEM1A. RISK FACTORS**

The information called forby this Item 1A is hereby incorporated by reference to the section of theCompany’s 2007 Annual Report entitled “Risk Factors Affecting the Company’sOutlook.”

**ITEM1B. UNRESOLVED STAFF COMMENTS**

Not applicable.

7

----

**ITEM2. PROPERTIES**

Magnetek’sheadquarters and each of its manufacturing facilities for the continuingoperations of the Company are listed below, each of which is leased. 

| **Location**                | ** ** | **Lease Term** | ** ** | **Approximate  Size (Sq.Ft.)** | ** ** | **Principal Use** | ** **                                                      |
|-----------------------------|------------|---------------------|------------|-------------------------------------|------------|------------------------|-----------------------------------------------------------------|
| Menomonee Falls,  Wisconsin |       | 2014                |       |                                | 156,000    |                   | Power  control systems manufacturing and corporate headquarters |   |
| Mississauga,  Canada        |       | 2011                |       |                                | 18,000     |                   | Power  control systems manufacturing                            |   |
| Pittsburgh,  Pennsylvania   |       | 2009                |       |                                | 9,000      |                   | Power  control systems manufacturing                            |   |
| Dallas, Texas               |       | 2012                |       |                                | 5,000      |                   | Sales office                                                    |   |

 

The Company believes itsfacilities are in satisfactory condition and are adequate for its continuingoperations.

**ITEM3. LEGAL PROCEEDINGS**

**Litigation—ProductLiability**

The Company has settled or otherwise resolved all ofthe product liability lawsuits associated with its discontinued businessoperations except for any potential future product liability claims which mayarise in connection with the recent sale of the Company’s Power Electronicsbusiness. The last remaining limited obligation to defend and indemnify thepurchaser of a discontinued business operation (other than Power-One) againstnew product liability or warranty claims expired in December 2003 and theCompany believes that any new claims would either qualify as an assumedliability, as defined in the various purchase agreements, or would be barred byan applicable statute of limitations. The Company is also a named party in twoproduct liability lawsuits related to the Telemotive Industrial Controlsbusiness acquired in December 2002 through the purchase of the stock ofMXT Holdings, Inc. Both claims pre-dated the acquisition and were tenderedto the insurance companies that provided coverage for MXT Holdings, Inc.,against such claims and the defense and indemnification has been accepted bythe carriers, subject to a reservation of rights. Management believes that theinsurers will bear all liability, if any, with respect to both cases andthat the proceedings, individually or in the aggregate, will not have amaterial adverse effect on the Company’s results of operations or financialposition.

In August 2006, Pamela L. Carney, Administratorof the Estate of Michael J. Carney, filed a lawsuit in the Court of CommonPleas of Westmoreland County, Pennsylvania, against the Company and otherdefendants, alleging that a product manufactured by the Telemotive IndustrialControls business acquired by the Company in December 2002 contributed toan accident that resulted in the death of Michael J. Carney in August 2004.The claim has been tendered to the Company’s insurance carrier and legalcounsel has been retained to represent the Company. Plaintiff’s claim fordamages is unknown at this time, but management believes that its insurers willbear all liability in excess of deductible amounts for the claim, if any.

The Company has beennamed, along with multiple other defendants, in asbestos-related lawsuitsassociated with business operations previously acquired by the Company, butwhich are no longer owned. During the Company’s ownership, none of thebusinesses produced or sold asbestos-containing products. With respect tothese claims, the Company is either contractually indemnified against liabilityfor asbestos-related claims or believes that it has no liability for suchclaims. The Company aggressively seeks dismissal from these proceedings, andhas also tendered the defense of these cases to the insurers of the previouslyacquired businesses. Several insurance carriers have recently filed adeclaratory judgment action relating to insurance coverage for such previouslyacquired businesses, seeking a determination that no coverage is availableunder the policies. The Company has also filed late claims in the Federal-Mogulbankruptcy proceedings to recover attorney’s fees paid for the defense of theseclaims. The Company and Federal-Mogul entered into a settlement agreement underwhich the Company is entitled to receive amounts from a settlement trustestablished under Federal-Mogul’s reorganization plan and funded by insuranceproceeds. The Company is entitled to receive 15% of the first $20 million and10% of the next $25 million of insurance proceeds, up to a maximum of $5.5million, in exchange for withdrawing its bankruptcy claims and objections tothe reorganization plan and execution of certain releases. The settlement issubject to final approval of the plan by the Bankruptcy Court. There is noguarantee that any amounts will be collected on any insurance policies, andFederal-Mogul and the trust have control over the collection process. Managementdoes not believe the asbestos proceedings, individually or in the aggregate,will have a material adverse effect on its financial position or results ofoperations.

8

----

**Litigation—PatentInfringement**

In April 1998, Ole K. Nilssen filed a lawsuit inthe U.S. District Court for the Northern District of Illinois alleginginfringement by the Company of seven of his patents pertaining to electronicballast technology, and seeking unspecified damages and injunctive relief topreclude the Company from making, using or selling products allegedlyinfringing his patents. The Company denied that its products infringed anyvalid patent and filed a response asserting affirmative defenses, as well as acounterclaim for a judicial declaration that its products do not infringe thepatents asserted by Mr. Nilssen and also that the asserted patents areinvalid. In June 2001, the Company sold its lighting business to UniversalLighting Technologies, Inc. (“ULT”), and agreed to provide a limitedindemnification against certain claims of infringement that Nilssen mightallege against ULT. In April 2003, Nilssen’s lawsuit and the counterclaimswere dismissed with prejudice and both parties agreed to submit limited issuesin dispute to binding arbitration before an arbitrator with a relevanttechnical background. The arbitration occurred in November, 2004 and a decisionawarding Nilssen $23.4 million was issued on May 3, 2005, to be paidwithin ten days of the award. Nilssen’s counsel filed a motion to enter theaward in U.S. District Court for the Northern District of Illinois, andMagnetek filed a counter-motion to vacate the award for a number of reasons,including that the award was fraudulently obtained. Magnetek’s request for oralargument was granted and the hearing took place on October 19, 2005. Adecision has not been announced. An unfavorable decision by the Court wouldlikely result in payment of the award to Nilssen.

In February 2003,Nilssen filed a second lawsuit in the U.S. District Court for the NorthernDistrict of Illinois alleging infringement by ULT of twenty-nine of his patentspertaining to electronic ballast technology, and seeking unspecified damagesand injunctive relief to preclude ULT from making, using or selling productsallegedly infringing his patents. ULT made a claim for indemnification, whichthe Company accepted, subject to the limitations set forth in the saleagreement. The case is now pending in the Middle District of Tennessee. Nilssenvoluntarily dismissed all but four of the patents from the lawsuit. The Companydenies that the products for which it has an indemnification obligation to ULTinfringe any valid patent and responded on behalf of ULT asserting affirmativedefenses, as well as a counterclaim for a judicial declaration that the patentsare unenforceable and invalid and that the products do not infringe Nilssen’spatents. The case against ULT has been stayed pending Nilssen’s appeal of anunfavorable decision against him in another case that could influence theoutcome of his lawsuits against ULT. Oral arguments were heard by the appellatecourt in July on Nilssen’s appeal. ULT requested a re-examination of thepatents at issue by the Patent and Trademark Office (PTO) and the PTO recentlyrejected claims in two of the patents at issue in the lawsuit against ULT. TheCompany will continue to aggressively defend the claims against ULT that aresubject to defense and indemnification; however, an unfavorable decision couldhave a material adverse effect on the Company’s financial position, cash flowsand results of operations.

**Litigation—Breachof Contract**

On May 1, 2007, theCompany entered into an agreement to settle litigation withSamsung-Electro-Mechanics Co., Ltd. (SEMCO), a Korean corporation, wherebySEMCO agreed to pay the Company the total sum of $2.12 million in foursemi-annual installments between June 1, 2007 and December 1, 2007 toresolve a dispute in a development agreement. The net present value of thesettlement amount, $2.0 million of income, as well as legal fees of $0.5million incurred during the fourth quarter of fiscal 2007 related to thesettlement, are included in results of discontinued operations in the accompanyingconsolidated statement of operations for fiscal 2007.

**ITEM4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**

No matters were submittedto the stockholders of the Company during the quarter ended July 1, 2007.

9

----

**PART II**

**ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATEDSTOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES**

Thefollowing table sets forth the high and low sales prices of the Company’sCommon Stock during each quarter of fiscal 2007 and 2006:

| ** **            | ** ** | **High**   | ** ** | **Low**    | ** ** |
|-----------------------|------------|------------|------------|------------|------------|
| **Fiscal  Year 2007** | ** ** | ** ** | ** ** | ** ** | ** ** |
| First quarter         |       | $3.85      |       | $2.63      |       |
| Second quarter        |       | 5.90       |       | 3.46       |       |
| Third quarter         |       | 5.85       |       | 4.49       |       |
| Fourth quarter        |       | 5.75       |       | 4.28       |       |
| **Fiscal Year 2006**  |       |       |       |       |       |
| First quarter         |       | $3.70      |       | $2.37      |       |
| Second quarter        |       | 3.50       |       | 2.37       |       |
| Third quarter         |       | 4.10       |       | 3.03       |       |
| Fourth quarter        |       | 4.19       |       | 2.01       |       |

 

The Company’s Common Stockis listed for trading on the New York Stock Exchange under the ticker symbol “MAG.”As of August 15, 2007 there were 185 record holders of Magnetek’s CommonStock.

**Stock Performance Graph—Return to Shareholders**

*The followingPerformance Graph does not constitute soliciting material and should not bedeemed filed or incorporated by reference into any other filing under theSecurities Act of 1933 or the Securities Exchange Act of 1934 that we make,except to the extent we specifically incorporate this Report.*

The table and line graphshown below compare the cumulative total return for the last five years toshareholders of Magnetek common stock with the cumulative total return of theStandard & Poor’s Small Cap 600 Index and a peer group comprised offive publicly-traded companies engaged in businesses comparable to that of theCompany and in management’s opinion most closely representative of the Company’speer group. The graph and table assume an investment of $100 in the Company’scommon stock and in each of the comparison groups beginning June 30, 2002,and assumes the reinvestment of all dividends.

| **Company / Index** | ** ** | **Jun-02** | ** ** | **Jun-03** | ** ** | **Jun-04** | ** ** | **Jun-05** | ** ** | **Jun-06** | ** ** | **Jun-07** | ** ** |   |
|-------------------------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|--------|
| **Magnetek, Inc.**       |       |       | 100.00     |       |       |       | 25.66      |       |       |       | 84.24      |       |       |   | 25.96 |   |   |   | 27.27 |   |   |   | 52.02 |   |   |
| **S&P Smallcap 600**      |       |       | 100.00     |       |       |       | 96.42      |       |       |       | 130.41     |       |       |   | 147.95 |   |   |   | 168.55 |   |   |   | 195.58 |   |   |
| **New Peer Group**            |       |       | 100.00     |       |       |       | 86.86      |       |       |       | 106.75     |       |       |   | 127.82 |   |   |   | 204.16 |   |   |   | 263.62 |   |   |
| **Old Peer Group**            |       |       | 100.00     |       |       |       | 103.12     |       |       |       | 160.99     |       |       |   | 103.48 |   |   |   | 109.97 |   |   |   | 80.36 |   |   |

 

10

----

**COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN**

Among Magnetek, Inc., S&P Smallcap 600 Index,A New Peer Group And An Old Peer Group

****

**New Peer Group:  **ValmontIndustries, Xantrex Technology Inc., Satcon Technologies Corp., Regal BeloitCorp.

**Old Peer Group:***  *C&DTechnologies Inc., Power-One, Inc., Satcon Technologies Corp., SLIndustries, Inc., Vicor Corp.

Magnetek has not paid any cash dividends on its CommonStock and does not anticipate paying cash dividends in the near future. Theability of the Company to pay dividends on its Common Stock is restricted byprovisions in the Company’s 2006 bank loan agreement, which provides that theCompany may not declare or pay any dividend or make any distribution withrespect to its capital stock.

The Company did notrepurchase any of its Common Stock during fiscal year 2007. There were nounregistered sales of equity securities during fiscal year 2007.

**ITEM6. SELECTED FINANCIAL DATA**

The information called forby this Item 6 is hereby incorporated by reference to the section of theCompany’s 2007 Annual Report entitled “Selected Financial Data.”

**ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS**

The information called forby this Item 7 is hereby incorporated by reference to the section of theCompany’s 2007 Annual Report entitled “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations.”

**ITEM7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUTMARKET RISK**

The information called forby this Item 7A is hereby incorporated by reference to the section of theCompany’s 2007 Annual Report entitled “Quantitative and Qualitative DisclosuresAbout Market Risk.”

11

----

**ITEM8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA**

The information called forby this Item 8 is hereby incorporated by reference to the Company’sConsolidated Financial Statements and the corresponding Report of IndependentRegistered Public Accounting Firm in the Company’s 2007 Annual Report.

**ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING AND FINANCIAL DISCLOSURE**

Magnetek had nodisagreements with its independent accountants in fiscal 2007 with respect toaccounting and financial disclosure, and has not changed its independentaccountants during the two most recent fiscal years.

**ITEM9A. CONTROLS AND PROCEDURES**

**(a) Evaluationof Disclosure Controls and Procedures**

Management, under thesupervision of and with the participation of our Chief Executive Officer andChief Financial Officer, has evaluated the effectiveness of our disclosurecontrols and procedures, as such term is defined in Rules 13a-15(e) underthe Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of theend of the period covered by this Annual Report on Form 10-K. Basedon such evaluation, our Chief Executive Officer and Chief Financial Officerhave concluded that our disclosure controls and procedures were effective as ofJuly 1, 2007.

**(b) Management’sAnnual Report on Internal Control Over Financial Reporting**

Management isresponsible for establishing and maintaining adequate internal control overfinancial reporting as defined in Exchange Act Rules 13a-15(f) and15d-15(f). Internal control over financial control is a process designedto provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements in accordance withaccounting principles generally accepted in the United States of America. TheCompany’s internal control over financial reporting includes those policies andprocedures that:

   I.          pertainto the maintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of assets of the Company;

 II.           providereasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with accounting principlesgenerally accepted in the United States of America, and that the receipts andexpenditures of the Company are being made only in accordance withauthorizations of management and directors of the Company; and

III.         provide reasonableassurance regarding the prevention or timely detection of unauthorizedacquisition, use or disposition of the Company’s assets that could have amaterial effect on the financial statements.

Because of inherent limitations, internal control overfinancial reporting, no matter how well designed, may not prevent or detectmisstatements. Therefore, even effective internal control over financialreporting can only provide reasonable assurance with respect to the reliabilityof financial reporting and the preparation and presentation of financialstatements. Also, projections of any evaluation about the effectiveness ofinternal control over financial reporting to future periods are subject to therisk that controls may become inadequate due to changes in conditions, or thatthe degree of compliance with the policies or procedures may deteriorate.

Management evaluated the effectiveness of the Company’sinternal control over financial reporting as of July 1, 2007. In makingthis evaluation, management used the criteria set forth in *Internal Control-Integrated Framework*issued by the Committee of Sponsoring Organizations of the Treadway Commission(COSO). Management has concluded that the Company maintained effective internalcontrol over financial reporting as of July 1, 2007 based on the criteriaset forth in *Internal Control-IntegratedFramework* issued by the COSO.

The Company’s independentregistered public accounting firm, Ernst & Young LLP, has issued anattestation report on management’s assessment of the Company’s internal controlover financial reporting, which is included with this Annual Report on Form 10-K.

**(c) Changes inControls and Procedures**

No change in internalcontrol over financial reporting occurred during the period ended July 1,2007, that has materially affected, or is reasonably likely to materiallyaffect, such internal control over financial reporting.

12

----

**REPORT OFINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

The Board of Directors and StockholdersMagnetek, Inc.

We have audited management’s assessment, included inthe accompanying Management’s Annual Report on Internal Control Over FinancialReporting that Magnetek, Inc. did maintain effective internal control overfinancial reporting as of July 1, 2007, based on criteria established in Internal Control—Integrated Framework issued bythe Committee of Sponsoring Organizations of the Treadway Commission (the COSOcriteria). Magnetek, Inc.’s management is responsible formaintaining effective internal control over financial reporting and for itsassessment of the effectiveness of internal control over financial reporting.Our responsibility is to express an opinion on management’s assessment and anopinion on the effectiveness of the company’s internal control over financialreporting based on our audit.

We conducted our audit in accordance with thestandards of the Public Company Accounting Oversight Board (United States).Those standards require that we plan and perform the audit to obtain reasonableassurance about whether effective internal control over financial reporting wasmaintained in all material respects. Our audit included obtaining anunderstanding of internal control over financial reporting, evaluatingmanagement’s assessment, testing and evaluating the design and operatingeffectiveness of internal control, and performing such other procedures as weconsidered necessary in the circumstances. We believe that our audit provides areasonable basis for our opinion.

A company’s internal control over financial reportingis a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles. A company’sinternal control over financial reporting includes those policies andprocedures that (1) pertain to the maintenance of records that, inreasonable detail, accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accountingprinciples, and that receipts and expenditures of the company are being madeonly in accordance with authorizations of management and directors of thecompany; and (3) provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition, use, or disposition of thecompany’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal controlover financial reporting may not prevent or detect misstatements. Also,projections of any evaluation of effectiveness to future periods are subject tothe risk that controls may become inadequate because of changes in conditions,or that the degree of compliance with the policies or procedures maydeteriorate.

In our opinion, management’s assessment that Magnetek, Inc.maintained effective internal control over financial reporting as of July 1,2007, is fairly stated, in all material respects, based on the COSO controlcriteria.

Wehave also audited, in accordance with the standards of the Public CompanyAccounting Oversight Board (United States), the consolidated balance sheets ofMagnetek, Inc. as of July 1, 2007 and July 2, 2006 and therelated consolidated statements of operations, stockholders’ equity and cashflows for each of the three years in the period ended July 1, 2007 and ourreport dated August 17, 2007, expressed an unqualified opinion thereon.

|                       | /s/ Ernst & Young LLP |
|-----------------------|--------------------------------|
| Milwaukee,  Wisconsin |                           |
| August 17,  2007 |                           |

 

**ITEM9B. OTHER INFORMATION**

No other information isrequired to be reported for matters not disclosed on Form 8-K duringthe period ended July 1, 2007.

**PART III**

**ITEM10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT**

The information called forby this Item 10 is hereby incorporated by reference to the sections of theCompany’s 2007 Proxy Statement entitled “Proposal No. 1 – Election ofBoard of Directors”, “Section 16(a) Beneficial Ownership ReportingCompliance”, and “Supplementary Information – Executive Officers of theCompany.”

13

----

**SupplementalInformation-Code of Ethics**

The Company has adopted aCode of Ethics for all of its directors and employees that contains portionsspecifically applicable to executives and officers of the Company, includingthe Chief Executive Officer, the Chief Financial Officer, the Controller andemployees performing financial functions for the Company. The Code of Ethics isposted on Magnetek’s website at www.magnetek.com. A copy of the Code of Ethicsis available, without charge, to any shareholder who sends a written request tothe Corporate Secretary at N49 W13650 Campbell Drive, Menomonee Falls,Wisconsin 53051. The Company intends to satisfy the disclosure requirements of Form 8-Kregarding any amendment to, or waiver from, a provision of the Code of Ethicsby posting such information on the Company’s website, at the web address andlocation specified above.

**ITEM11. EXECUTIVE COMPENSATION**

The information called forby this Item 11 is hereby incorporated by reference to the section of theCompany’s 2007 Proxy Statement entitled “Compensation Discussion and Analysis”and the tables and narrative relating to Executive and Director compensation,“Compensation Committee Interlocks and Insider Participation” and “Report ofthe Compensation Committee.”

**ITEM 12. SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERMATTERS**

**Security Ownershipof Certain Beneficial Owners and Management**

The information called forby this Item 12 is hereby incorporated by reference to the sections of theCompany’s 2007 Proxy Statement entitled “Beneficial Ownership of Magnetek, Inc.Common Stock by Directors, Officers and Certain Other Owners,” “Grants ofPlan-Based Awards in Fiscal Year Table,” “Outstanding Equity Awards at FiscalYear End Table” and “Option Exercises and Stock Vested for Fiscal Year Table.”

**ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, ANDDIRECTOR INDEPENDENCE**

The information requiredby this Item 13 is hereby incorporated by reference to the sections of theCompany’s 2007 Proxy Statement entitled “Relationships and RelatedTransactions,” “Compensation Committee Interlocks and Insider Participation,”and “Corporate Governance Principles.”

**ITEM14. PRINCIPAL ACCOUNTING FEES AND SERVICES**

The information called forby this Item 14 is hereby incorporated by reference to the section of theCompany’s 2007 Proxy Statement entitled “Proposal No. 2 – Ratification ofthe Appointment of Independent Registered Public Accounting Firm.”

**PART IV**

**ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES**

**(a) Index toConsolidated Financial Statements, Consolidated Financial Statement Schedulesand Exhibits:**
|        | ** **                                                                                                                        | ** ** | **Annual Report to  Stockholders Page** | ** ** |
|--------|-----------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------|------------|
| **1.** | **Consolidated  Financial Statements**                                                                                            |       |                                                   |       |
|   | Consolidated Statements of Operations for Years  Ended July 1, 2007, July 2, 2006, and July 3, 2005                |       | 14                                                     |       |
|   | Consolidated Balance Sheets at July 1, 2007 and  July 2, 2006                                                           |       | 15                                                     |       |
|   | Consolidated Statements of Stockholders’ Equity for  Years Ended July 1, 2007, July 2, 2006, and July 3, 2005 |       | 16                                                     |       |
|   | Consolidated Statements of Cash Flows for Years  Ended July 1, 2007, July 2, 2006, and July 3, 2005                |       | 17                                                     |       |
|   | Notes to Consolidated Financial Statements                                                                                        |       | 18                                                     |       |
|   | Report of Independent Registered Public Accounting  Firm                                                                          |       | 39                                                     |       |
| **2.** | **Consolidated Financial Statement Schedule**                                                                                     |       |                                                   |       |
|   | Schedule  II—Valuation and Qualifying Accounts                                                                               |       |                                                   |       |
|   | Report of  Independent Registered Public Accounting Firm                                                                          |       |                                                   |       |

 

14

----

All other financialstatement schedules have been omitted because of the absence of conditionsunder which they are required or applicable, or because the informationrequired is included in the Consolidated Financial Statements and relatednotes.

**3. Exhibit Index**

Thefollowing exhibits are filed as part of this Annual Report Form 10-K,or are incorporated herein by reference. Where an exhibit is incorporated byreference, the number which precedes the description of the exhibit indicatesthe documents to which the cross-reference is made.
| Exhibit | **Note**   | **Description of Exhibit**                                                                                                                                               |
|---------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **No.** | ** ** | ** **                                                                                                                                                               |
| 3.1     | (1)        | Restated  Certificate of Incorporation of the Company, as filed with the Delaware  Secretary of State on November 21, 1989.                                         |
| 3.2     | (2)        | By-laws  of the Company, as amended and restated.                                                                                                                        |
| 4.1     | (3)        | Registration  Rights Agreement, dated as of April 29, 1991, by and among the Company,  Andrew G. Galef, Frank Perna, Jr. and the other entities named therein. |
| 4.2     | (4)        | Registration  Rights Agreement, dated as of June 28, 1996, by and between the Company  and U.S. Trust Company of California, N.A.                                   |
| 4.3     | (18)       | Registration  Rights Agreement, dated as of June 26, 2002, by and between the Company  and U. S. Trust Company N.A.                                                 |
| 4.4     | (9)        | Rights  Agreement, dated as of April 30, 2003, by and between the Company and  The Bank of New York, as Rights Agent.                                               |
| 4.5     | (18)       | Agreement  for Registration Rights, dated as of September 15, 2003, by and between  the Company and SEI Private Trust Company.                                      |
| 4.6     | (23)       | Registration  Rights Agreement, dated as of October 3, 2003, by and between the  Company and each B. Riley Investor.                                           |
| 10.1*   | (5)        | Second  Amended and Restated 1989 Incentive Stock Compensation Plan of  Magnetek, Inc. (“1989 Plan”).                                                     |
| 10.2*   | (4)        | Amendment  No. 1 to 1989 Plan.                                                                                                                                      |
| 10.3*   | (4)        | Standard  Terms and Conditions Relating to Non-Qualified Stock Options, revised as of  July 24, 1996, pertaining to the 1989 Plan.                                  |
| 10.4*   | (4)        | Form of  Non-Qualified Stock Option Agreement Pursuant to the Second Amended and  Restated 1989 Incentive Stock Compensation Plan of the Company.                   |
| 10.5*   | (6)        | Magnetek, Inc.  1997 Non-Employee Director Stock Option Plan (the “DSOP”).                                                                                |
| 10.6*   | (7)        | First  Amendment to the DSOP, dated as of July 26, 2000.                                                                                                            |
| 10.7*   | (3)        | 1991  Discretionary Director Incentive Compensation Plan of the Company.                                                                                                 |
| 10.8*   | (8)        | 1999  Stock Incentive Plan of the Company (the “1999 Plan”).                                                                                                   |
| 10.9*   | (8)        | 2000  Employee Stock Plan of the Company (the “2000 Plan”).                                                                                                    |
| 10.10*  | (8)        | Standard  Terms and Conditions Relating to Non-Qualified Stock Options, effective as of  October 19, 1999, pertaining to the 1999 Plan and the 2000 Plan.           |
| 10.11*  | (10)       | Magnetek, Inc.  Amended and Restated Director Compensation and Deferral Investment Plan (the  “DDIP”).                                                    |
| 10.12*  | (19)       | Amendment  to the DDIP.                                                                                                                                                  |
| 10.13*  | (11)       | Non-Qualified  Stock Option Agreement, dated as of January 27, 1997, by and between the  Company and David P. Reiland.                                              |
| 10.14*  | (25)       | 2004  Stock Incentive Plan of Magnetek, Inc.                                                                                                                        |
| 10.15*  | (26)       | Form of  Non-Qualified Stock Option Agreement Pursuant to 2004 Stock Incentive Plan.                                                                                |
| 10.16*  | (26)       | Form of  Restricted Stock Award Agreement Pursuant to 2004 Stock Incentive Plan.                                                                                    |
| 10.17*  | (25)       | Second  Amendment to the 1997 Non-Employee Director Stock Option Plan of  Magnetek, Inc.                                                                            |
| 10.18*  | (24)       | Executive  Employment Agreement, dated as of May 9, 2005, by and between the  Company and Thomas G. Boren.                                                     |
| 10.19*  | (13)       | Change  of Control Agreement, dated as of October 20, 1998, by and between  Antonio Canova and the Company.                                                         |
| 10.20*  | (13)       | Change  of Control Agreement, dated as of October 20, 1998, by and between  Alexander Levran and the Company.                                                       |
| 10.21*  | (13)       | Change  of Control Agreement, dated as of October 20, 1998, by and between David  P. Reiland and the Company.                                                       |
| 10.22*  | (14)       | Change  of Control Agreement, dated as of January 30, 2004, by and between Tina  McKnight and the Company.                                                          |

15

----

 
| 10.23* | (20) | Amended  and Restated Change of Control Agreement, dated as of April 30, 2003, by  and between Tina McKnight and the Company.                                                                                                                                                  |
|--------|------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.24* | (16) | Change  of Control Agreement, dated as of December 11, 2002, by and between  Peter McCormick and the Company.                                                                                                                                                                  |
| 10.25* | (18) | Change  of Control Agreement, dated as of July 29, 2003, by and between Marty  Schwenner and the Company.                                                                                                                                                                      |
| 10.26* | (27) | Change  of Control Agreement, dated as of September 29, 2005, by and between  Stephen Torres and the Company.                                                                                                                                                                  |
| 10.27  | (15) | Tax  Agreement, dated as of February 12, 1986, by and between the Company and  Farley Northwest Industries, Inc.                                                                                                                                                          |
| 10.28  | (26) | Credit  Agreement, dated as of September 30, 2005, by and among the Company,  Magnetek ADS Power, Inc., Magnetek Mondel Holding, Inc., and Wells  Fargo Foothill, Inc.                                                                                          |
| 10.29  | (26) | Financing  Agreement, dated as of September 30, 2005, by and among the Company,  Magnetek ADS Power, Inc., Magnetek Mondel Holding, Inc., MagneTek  National Electric Coil, Inc., Magnetek Alternative Energy, Inc.,  Mondel ULC, and Ableco Finance, LLC. |
| 10.30  | (26) | Definitions  to Credit Agreements referenced in Exhibits 10.28 and 10.29 above.                                                                                                                                                                                                     |
| 10.31  | (28) | First  Amendment to Credit Agreement and Waiver, dated as of November 29, 2005,  by and among the Company, certain subsidiaries of the Company party thereto,  the lenders party thereto and Wells Fargo Foothill, Inc., as  administrative agent.                        |
| 10.32  | (28) | Amendment  No. 1 to Financing Agreement, dated as of November 29, 2005, by and  among the Company, certain subsidiaries of the Company party thereto, the  lenders party thereto and Ableco Finance LLC, as collateral agent and  administrative agent.                   |
| 10.33  | (29) | Second  Amendment to Credit Agreement and Waiver, dated as of April 20, 2006, by  and among the Company, certain subsidiaries of the Company party thereto, the  lenders party thereto and Wells Fargo Foothill, Inc., as administrative  agent.                          |
| 10.34  | (29) | Amendment  No. 2 to Financing Agreement, dated as of April 24, 2006, by and  among the Company, certain subsidiaries of the Company party thereto, the  lenders party thereto and Ableco Finance LLC, as collateral agent and  administrative agent.                      |
| 10.35  | (12) | Lease  of Pomaz, Hungary facility.                                                                                                                                                                                                                                                  |
| 10.36  | (17) | Lease  of Menomonee Falls, Wisconsin facility, dated as of July 23, 1999.                                                                                                                                                                                                      |
| 10.37  | (21) | Contract,  dated as of July 10, 2003, for Current Account Credit With Mortgage Lien  Pursuant to Article 38 and Subsequent Articles of Legislative Decree  No. 385/1993 (Republic of Italy).                                                                         |
| 10.38  | (22) | Joinder  Agreement, dated as of April 23, 2004, by and among the Company, SEI  Private Trust Company and LaSalle Bank, N.A.                                                                                                                                                    |
| 10.39  | (30) | Agreement  for the Sale of Magnetek, Inc. Power Electronics Group, dated as of  September 28, 2006, by and between the Company and Power-One, Inc.                                                                                                                   |
| 10.40  | (30) | Forbearance  Agreement, dated as of September 22, 2006, by and among the Company,  certain subsidiaries of the Company party thereto, the lenders party thereto  and Ableco Finance LLC, as collateral agent and administrative agent.                                         |
| 10.41  | (30) | Forbearance  Agreement, dated as of September 22, 2006, by and among the Company,  certain subsidiaries of the Company party thereto, the lenders party thereto  and Wells Fargo Foothill, Inc. as administrative agent.                                                  |
| 10.42* | (31) | Amendment  No. 2 to the DDIP.                                                                                                                                                                                                                                                  |
| 10.43* | (32) | Incentive  Bonus Agreement, dated as of January 5, 2007, by and between the Company  and David P. Reiland.                                                                                                                                                                     |
| 10.44* | (32) | Form of  Amendment No. 1 to Change of Control Agreement, effective as of  January 5, 2007.                                                                                                                                                                           |
| 10.45  | (33) | Settlement  Agreement and Release, dated as of May 1, 2007, by and between the  Company and Samsung Electro-Mechanics Co.                                                                                                                                                      |
| 10.45  | (34) | Settlement  Agreement, dated as of May 24, 2007, by and among by and among the  Company, Magnetek Controls, Inc., Magnetek National Electric  Coil, Inc., Federal-Mogul Corporation, Federal-Mogul  Products, Inc., and certain other parties thereto.          |
| 10.46* | **   | First  Amendment to the 2004 Stock Incentive Plan.                                                                                                                                                                                                                                  |
| 10.47* | **   | Form  of Stock Option Agreement for 2004 Stock Incentive Plan.                                                                                                                                                                                                                      |
| 10.48  | (2)  | Lease  of Second Menomonee Falls, Wisconsin facility, dated as of November 26, 2006.                                                                                                                                                                                                |
| 10.49  | (2)  | Lease  Amendment for Menomonee Falls, Wisconsin facility, dated as of April 5, 2007.                                                                                                                                                                                                |
| 13.1   | **   | 2007  Annual Report.                                                                                                                                                                                                                                                                |
| 21.1   | **   | Subsidiaries  of the Registrant as of July 1, 2007.                                                                                                                                                                                                                            |
| 23.1   | **   | Consent  of Independent Registered Public Accounting Firm.                                                                                                                                                                                                                          |

16

----

 
| 31.1 | ** | Certification  Pursuant to 15 U.S.C. Section 7241.  |
|------|----|----------------------------------------------------------|
| 31.2 | ** | Certification  Pursuant to 15 U.S.C. Section 7241.  |
| 32.1 | ** | Certifications  Pursuant to 18 U.S.C. Section 1350. |

 
| *    | Indicates a management contract or compensatory plan  or arrangement.                                                                                                                                    |
|------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **   | Filed with this  Form 10-K.                                                                                                                                                                         |
| (1)  | Previously filed with  the Registration Statement on Form S-3 filed on August 1,  1991, Commission File No. 33-41854, and incorporated herein by  this reference.                         |
| (2)  | Previously filed with  Form 8-K filed August 23, 2007 and incorporated herein by  this reference.                                                                                              |
| (3)  | Previously filed with  Form 10-K for Fiscal Year ended June 30, 1991 and  incorporated herein by this reference.                                                                               |
| (4)  | Previously filed with Form 10-K  for Fiscal Year ended June 30, 1996 and incorporated herein by this  reference.                                                                               |
| (5)  | Previously filed with  Form 10-Q for quarter ended December 31, 1994 and  incorporated herein by this reference.                                                                               |
| (6)  | Previously filed with  the Registration Statement on Form S-8 filed on February 10,  1998, Commission File No. 333-45935, and incorporated herein by  this reference.                     |
| (7)  | Previously filed with  Form 10-Q for quarter ended September 30, 2000 and  incorporated herein by this reference.                                                                              |
| (8)  | Previously filed with  Form 10-Q/A for quarter ended September 30, 1999 and  incorporated herein by this reference.                                                                            |
| (9)  | Previously filed with  Form 8-K filed May 12, 2003 and incorporated herein by this  reference.                                                                                                 |
| (10) | Previously filed with  the Registration Statement on Form S-8 filed on February 10,  1998, Commission File No. 333-45939, and incorporated herein by  this reference.                     |
| (11) | Previously filed with  Form 10-Q for quarter ended March 31, 1997 and incorporated  herein by this reference.                                                                                  |
| (12) | Previously filed with  Form 10-K for Fiscal Year ended July 2, 2000 and incorporated  herein by this reference.                                                                                |
| (13) | Previously filed with  Form 10-Q for quarter ended December 31, 1998 and  incorporated herein by this reference.                                                                               |
| (14) | Previously filed with  Form 10-Q for quarter ended December 31, 2000 and  incorporated herein by this reference.                                                                               |
| (15) | Previously filed with  Amendment No. 1 to Registration Statement of Form S-1 filed  on February 14, 1986, Commission File No. 002-97500, and  incorporated herein by this reference. |
| (16) | Previously filed with  Form 10-Q for Quarter ended December 31, 2002 and  incorporated herein by this reference.                                                                               |
| (17) | Previously filed with  Form 10-K for Fiscal Year ended June 27, 1999 and  incorporated herein by this reference.                                                                               |
| (18) | Previously filed with  Form 10-Q for quarter ended September 30, 2003 and  incorporated herein by this reference.                                                                              |
| (19) | Previously filed with  Form 10-Q for quarter ended March 31, 2002 and incorporated  herein by this reference.                                                                                  |
| (20) | Previously filed with  Form 10-K for Fiscal Year ended June 30, 2003 and  incorporated herein by this reference.                                                                               |
| (21) | Previously filed with  Registration Statement on Form S-3 filed on November 13,  2003, Commission File No. 333-110460, and incorporated herein by  this reference.                        |
| (22) | Previously filed with  Registration Statement on Form S-3 filed on May 21, 2004,  Commission File No. 333-115724, and incorporated herein by this  reference.                             |
| (23) | Previously filed with  Form 8-K dated October 21, 2003 and incorporated herein by  this reference.                                                                                             |
| (24) | Previously filed with  Form 8-K dated June 30, 2005 and incorporated herein by this  reference.                                                                                                |
| (25) | Previously filed with  Definitive Proxy Statement filed September 22, 2004 and incorporated  herein by this reference.                                                                              |
| (26) | Previously filed with  Form 10-Q for quarter ended October 2, 2005 and incorporated  herein by this reference.                                                                                 |
| (27) | Previously filed with  Form 10-K for Fiscal Year ended July 3, 2005 and incorporated  herein by this reference.                                                                                |
| (28) | Previously filed with  Form 8-K filed December 6, 2005 and incorporated herein by  this reference.                                                                                             |
| (29) | Previously filed with  Form 8-K filed April 26, 2006 and incorporated herein by this  reference.                                                                                               |
| (30) | Previously filed with  Form 10-K for Fiscal Year ended July 2, 2006 and incorporated  herein by this reference.                                                                                |

17

----

 
| (31) | Previously filed with  Definitive Proxy Statement filed September 29, 2006 and incorporated  herein by this reference. |
|------|-----------------------------------------------------------------------------------------------------------------------------|
| (32) | Previously filed with  Form 8-K filed January 11, 2007 and incorporated herein by  this reference.                |
| (33) | Previously filed with  Form 8-K filed May 1, 2007 and incorporated herein by this  reference.                     |
| (34) | Previously filed with  Form 8-K filed June 4, 2007 and incorporated herein by this  reference.                    |

 

**SCHEDULEII**

**MAGNETEK, INC.VALUATION AND QUALIFYING ACCOUNTSYEARS ENDED JULY 2, 2005, JULY 2, 2006 AND JULY 1, 2007**

**(amountsin thousands)**

| ** **                          | ** ** | ** ** | ** ** | **Balance at  Beginning of year** | ** ** | ** ** | ** ** | **Additions charged  to earnings** | ** ** | ** ** | ** ** | **Deductions from  Allowance** | ** ** | ** ** | ** ** | **Other** | ** ** | ** ** | ** ** | **Balance at end of  year** | ** ** |
|-------------------------------------|------------|------------|------------|--------------------------------------------------|------------|------------|------------|----------------------------------------------|------------|------------|------------|-------------------------------------|------------|------------|------------|-----------|------------|------------|------------|--------------------------------------------|------------|
| *July 3,  2005*                |       |       |       |                                             |       |       |       |                                         |       |       |       |                                |       |       |       |      |       |       |       |                                       |       |   |   |   |   |   |   |   |   |   |   |
| Allowance for  doubtful receivables |       |       |       |                                             | $          | 490        |       |                                         |       |       |       | $                                   | 603        |       |       |      |       |       | $          | (321                                       | )          |   |   |   |   | $ | 1 |   |   |   |   |   | $ | 773 |   |   |
| *July2,  2006*                      |       |       |       |                                             |       |       |       |                                         |       |       |       |                                |       |       |       |      |       |       |       |                                       |       |   |   |   |   |   |   |   |   |   |   |
| Allowance for  doubtful receivables |       |       |       |                                             | $          | 773        |       |                                         |       |       |       | $                                   | 140        |       |       |      |       |       | $          | (192                                       | )          |   |   |   |   | $ | 2 |   |   |   |   |   | $ | 723 |   |   |
| *July 1,  2007*                |       |       |       |                                             |       |       |       |                                         |       |       |       |                                |       |       |       |      |       |       |       |                                       |       |   |   |   |   |   |   |   |   |   |   |
| Allowance for doubtful receivables  |       |       |       |                                             | $          | 723        |       |                                         |       |       |       | $                                   | 177        |       |       |      |       |       | $          | (175                                       | )          |   |   |   |   | $ | 1 |   |   |   |   |   | $ | 726 |   |   |

 

**SIGNATURES**

Pursuantto the requirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, the Registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized in the City of MenomoneeFalls, State of Wisconsin, on the 24th day of August, 2007.
|        | MAGNETEK, INC.             |
|--------|----------------------------|
|   | (Registrant)               |
|   | ** **                 |
|        | /s/ DAVID P.  REILAND      |   |
|   | David P. Reiland           |   |
|   | *Chief  Executive Officer* |   |
|        |                            |  |  |

 

Pursuant to therequirements of the Securities Exchange Act of 1934, this report has beensigned below by the following persons on behalf of the Registrant and in thecapacities and on the dates indicated:
| *Signature*            | ***Title***                                                                | ***Date***            |
|------------------------|----------------------------------------------------------------------------|-----------------------|
| /s/ MITCHELL I. QUAIN  | Chairman of the Board of Directors                                         | August 24,  2007 |
| Mitchell I. Quain      |
| /s/ DEWAIN K. CROSS    | Director                                                                   | August 24,  2007 |
| Dewain K. Cross        |
| /s/ YON Y. JORDEN      | Director                                                                   | August 24,  2007 |
| Yon Y. Jorden          |
| /s/ DAVID P. REILAND   | Director and Chief  Executive Officer                                      | August 24,  2007 |
| David P. Reiland       |
| /s/ MARTY J. SCHWENNER | Vice President and Chief  Financial Officer  (Principal Financial Officer) | August 24,  2007 |
| Marty J. Schwenner     |
| /s/ RYAN D. GILE       | Vice President and  Controller  (Principal Accounting Officer)             | August 24,  2007 |
| Ryan D. Gile           |

----

18

----

**Chief ExecutiveOfficer and Chief Financial Officer Certifications**

The certifications of Magnetek’s Chief ExecutiveOfficer and Chief Financial Officer required under Section 302 and 906 ofthe Sarbanes-Oxley Act of 2002 have been filed with the Securities and ExchangeCommission as Exhibits 31.1, 31.2, and 32.1 to the Company’s Annual Report onForm 10-K for the fiscal year ended July 1, 2007.

Additionally,in November 2006, Magnetek’s Chief Executive Officer filed with the NewYork Stock Exchange (“NYSE”) the annual certification required to be furnishedpursuant to Section 303A.12 of the NYSE Listed Company Manual. Thecertification confirmed that Magnetek’s Chief Executive Officer was not awareof any violation by Magnetek of the NYSE’s corporate governance listingstandards.

----

19

----

**REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

The Board of Directors andStockholdersMagnetek, Inc.

We have audited the consolidated financial statementsof Magnetek, Inc. as of July 1, 2007 and July 2, 2006 and for each of the threeyears in the period ended July 1, 2007, and have issued our report thereondated August 17, 2007 (included elsewhere in this Annual Report on Form 10 K).Our audits also included the financial statement schedule listed in Item 15(a)of this Annual Report on Form 10 K. This schedule is the responsibility of theCompany’s management. Our responsibility is to express an opinion based on ouraudits.

In ouropinion, the financial statement schedule referred to above, when considered inrelation to the basic financial statements taken as a whole, presents fairly inall material respects the information set forth therein.
|  | /s/ Ernst & Young LLP |
|--|--------------------------------|

 

Milwaukee, WisconsinAugust 17, 2007

20

----