----

----

| (Mark One)                                   |                                                                                     |
|----------------------------------------------|------------------------------------------------------------------------------------------|
| [ X ]                                        | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934     |
| For the fiscal year ended June 28, 2009 |                                                                                     |
| OR                                           |                                                                                     |
| [   ]                         | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

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

| Title of each class                                         |   | Name of each exchangeon which registered       |
|-------------------------------------------------------------|--------|------------------------------------------------|
| Common Stock, $.01 par valuePreferred Stock Purchase Rights |   | New York Stock ExchangeNew York Stock Exchange |

| Indicate by check mark if the Registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act.                                                                                                                                                                                                                                                                                      | Yes [   ] | No [X]                  |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------|-------------------------|
| Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.                                                                                                                                                                                                                                                                                 | Yes [   ] | No [X]                  |
| Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days.                             | Yes [X]                  | No [   ] |
| Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit and post such files).    | Yes [   ] | No [  ]       |
| Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.                                              |                     |  [X]               |

|                                                                                                                   | Large accelerated filer [   ] | Accelerated filer [X] | Non-accelerated filer  [    ] | Smaller reporting company [   ]  |
|------------------------------------------------------------------------------------------------------------------------|----------------------------------------------|-----------------------|-------------------------------------------------------------|------------------------------------------------------|
| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  | Yes [   ]                     | No [X]                |                                                        |

----

----

----

MAGNETEK, INC.

|     |                                                               | Page   |
|----------|--------------------------------------------------------------------|--------|
| PART I   |                                                               |   |
| ITEM 1.  | BUSINESS                                                           | 3      |
|     |                                                               |   |
| ITEM 1A. | RISK FACTORS                                                       | 6      |
|     |                                                               |   |
| ITEM 1B. | UNRESOLVED STAFF COMMENTS                                          | 6      |
|     |                                                               |   |
| ITEM 2.  | PROPERTIES                                                         | 7      |
|     |                                                               |   |
| ITEM 3.  | LEGAL PROCEEDINGS                                                  | 7      |
|     |                                                               |   |
| 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                          | 9      |
|     |                                                               |   |
| 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                        | 11     |
|     |                                                               |   |
| ITEM 9.  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND    |   |
|     | FINANCIAL DISCLOSURE                                               | 11     |
|     |                                                               |   |
| ITEM 9A. | CONTROLS AND PROCEDURES                                            | 11     |
|     |                                                               |   |
| ITEM 9B. | OTHER INFORMATION                                                  | 14     |
|     |                                                               |   |
| PART III |                                                               |   |
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE             | 14     |
|     |                                                               |   |
| 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,                    | 14     |
|     | AND DIRECTOR INDEPENDENCE                                          |   |
|     |                                                               |   |
| ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES                             | 14     |
|     |                                                               |   |
| PART IV  |                                                               |   |
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                         | 15     |
|     |                                                               |   |
|     | SIGNATURES                                                         | 18     |

----

Index

PART I

----

Index

----

Index

----

Index

| Name               | Age |  Position                                       |
|--------------------|-----|------------------------------------------------------|
| Peter M. McCormick | 49  | Executive Vice President and Chief Operating Officer |
| Marty J. Schwenner | 48  | Vice President and Chief Financial Officer           |
| Ryan D. Gile       | 40  | Vice President, Controller                           |
| Jolene L. Shellman | 62  | Vice President Legal Affairs and Corporate Secretary |

ITEM 1A

ITEM 1B

----

Index

ITEM 2.

| Location                   | Lease Term | ApproximateSize (Sq.Ft.) | Principal Use                                                  |
|----------------------------|------------|--------------------------|----------------------------------------------------------------|
| Menomonee Falls, Wisconsin | 2014       | 155,000                  | Power control systems manufacturing and corporate headquarters |
| Mississauga, Canada        | 2011       | 18,000                   | Power control systems manufacturing                            |
| Pittsburgh, Pennsylvania   | 2012       | 9,000                    | Power control systems manufacturing                            |
| Canonsburg, Pennsylvania   | 2012       | 5,000                    | Power control systems manufacturing                            |

ITEM 3

----

Index

----

Index

ITEM 4

ITEM 5.

| Fiscal Year 2009 |   | High   |   |   | Low    |   |
|------------------|--------|--------|--------|--------|--------|--------|
| First Quarter    |   | $      | 4.80   |   |   | $      | 3.71 |   |
| Second Quarter   |   |   | 4.50   |   |   |   | 1.65 |   |
| Third Quarter    |   |   | 2.87   |   |   |   | 1.18 |   |
| Fourth Quarter   |   |   | 2.01   |   |   |   | 1.30 |   |
|             |   |   |   |   |   |   |   |   |
| Fiscal Year 2008 |   |   |   |   |   |   |   |   |
| First Quarter    |   | $      | 5.39   |   |   | $      | 3.80 |   |
| Second Quarter   |   |   | 5.35   |   |   |   | 3.75 |   |
| Third Quarter    |   |   | 4.33   |   |   |   | 2.81 |   |
| Fourth Quarter   |   |   | 4.82   |   |   |   | 3.02 |   |

----

Index

| Company / Index               | Jun-04 | Jun-05 | Jun-06 | Jun-07 | Jun-08 | Jun-09 |
|-------------------------------|--------|--------|--------|--------|--------|--------|
| Magnetek, Inc.                | 100.00 | 30.82  | 32.37  | 61.75  | 50.72  | 16.67  |
| Russell 2000                  | 100.00 | 109.45 | 125.40 | 146.01 | 122.36 | 91.76  |
| NASDAQ Electronics Components | 100.00 | 89.67  | 84.92  | 100.02 | 90.32  | 64.98  |
| 2008 Peer Group               | 100.00 | 99.55  | 189.62 | 264.25 | 197.62 | 96.50  |

----

Index

|   Period |   | Total number of shares purchased (1) |   |   | Average price paid per share |   |   | Total number of shares purchased as part of publicly announcedplans or programs |   |   | Maximum number of shares that may yetbe purchased under the plans or programs |   |
|--------------------|--------|--------------------------------------|--------|--------|------------------------------|--------|--------|---------------------------------------------------------------------------------|--------|--------|-------------------------------------------------------------------------------|--------|
| January 2009       |   |                                 | 75,277 |   |                         | $      | 2.40   |                                                                            |   |   | -                                                                             |   |   |   | - |   |

| (1) |   | Represents shares repurchased by the Company from employees for payment of applicable tax withholding obligations on the vesting of restricted stock awards. Shares are repurchased by the Company pursuant to the applicable award agreements and not pursuant to publicly-announced share repurchase programs. |
|-----|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

ITEM 6. 

ITEM 7.

ITEM 7A.

ITEM 8.

ITEM 9

ITEM 9A.

----

Index

----

Index

|   |                           |   |
|--------|--------------------------------|--------|
|   |                           |
|   | /s/ Ernst & Young LLP |   |
|   | Milwaukee, Wisconsin           |
|   |                           |

----

Index

ITEM 9B.

ITEM 10

ITEM 11

ITEM 12

ITEM 13

ITEM 14

----

Index

ITEM 15

|   |                                                                                                                                             | Annual Report toStockholders (Exhibit 13) Page # |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------|
| 1.     | Consolidated Financial Statements                                                                                                                |                                             |
|   | Consolidated Statements of Operations for Years     Ended June 28, 2009, June 29, 2008, and July 1, 2007                | 15                                               |
|   | Consolidated Balance Sheets at June 28, 2009 and June 29, 2008                                                                              | 16                                               |
|   | Consolidated Statements of Stockholders’ Equity for     Years Ended June 28, 2009, June 29, 2008 and July 1, 2007 | 17                                               |
|   | Consolidated Statements of Cash Flows for     Years Ended June 28, 2009, June 29, 2008 and July 1, 2007                 | 18                                               |
|   | Notes to Consolidated Financial Statements                                                                                                  | 19                                               |
|   | Report of Independent Registered Public Accounting Firm                                                                                     | 39                                               |

| ExhibitNo. |   | Note   | Description of Exhibit                                                                                                                                                                                                                |
|------------|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 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)    | Magnetek, Inc. Amended and Restated By-laws.                                                                                                                                                                                          |
| 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        |   | (13)   | Registration Rights Agreement, dated as of June 26, 2002, by and between the Company and U. S. Trust Company N.A.                                                                                                                     |
| 4.4        |   | (7)    | Rights Agreement, dated as of April 30, 2003, by and between the Company and The Bank of New York, as Rights Agent.                                                                                                                   |
| 4.5        |   | (13)   | Agreement for Registration Rights, dated as of September 15, 2003, by and between the Company and SEI Private Trust Company.                                                                                                          |
| 4.6        |   | (16)   | 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*      |   | (22)   | Magnetek, Inc. Amended and Restated 1997 Non-Employee Director Stock Option Plan.                                                                                                                                                     |
| 10.6*      |   | (3)    | 1991 Discretionary Director Incentive Compensation Plan of the Company.                                                                                                                                                               |
| 10.7*      |   | (22)   | Amended and Restated 1999 Stock Incentive Plan of Magnetek, Inc. (the “1999 Plan”)                                                                                                                                        |
| 10.8*      |   | (22)   | Amended and Restated 2000 Employee Stock Plan of Magnetek, Inc. (the “2000 Plan”).                                                                                                                                        |
| 10.9*      |   | (6)    | 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.                                                                               |
| 10.10*     |   | (27)   | Magnetek, Inc. Amended and Restated Director and Officer Compensation and Deferral Investment Plan.                                                                                                                                   |
| 10.11*     |   | (8)    | Non-Qualified Stock Option Agreement, dated as of January 27, 1997, by and between the Company and David P. Reiland.                                                                                                                  |
| 10.12*     |   | (22)   | Amended and Restated 2004 Stock Incentive Plan of Magnetek, Inc. (the “2004 Plan”).                                                                                                                                       |
| 10.13*     |   | (22)   | Amended Form of Non-Qualified Stock Option Agreement Pursuant to 2004 Stock Incentive Plan.                                                                                                                                           |
| 10.14*     |   | (17)   | Form of Restricted Stock Award Agreement Pursuant to 2004 Stock Incentive Plan.                                                                                                                                                       |
| 10.15*     |   | (22)   | Standard Terms and Conditions Relating to Non-Qualified Options for the 2004 Plan.                                                                                                                                                    |
| 10.16*     |   | (9)    | Change of Control Agreement, dated as of October 20, 1998, by and between David P. Reiland and the Company.                                                                                                                           |
| 10.17*     |   | (11)   | Change of Control Agreement, dated as of December 11, 2002, by and between Peter McCormick and the Company.                                                                                                                           |
| 10.18*     |   | (13)   | Change of Control Agreement, dated as of July 29, 2003, by and between Marty Schwenner and the Company.                                                                                                                               |
| 10.19*     |   | (22)   | Amended Form of Change of Control Agreement for named executive officers David P. Reiland, Peter M. McCormick and Marty J. Schwenner, effective as of January 1,  2008.                                                     |
| 10.20*     |   | (23)   | Amended Form of Change of Control Agreement for named executive officers David P. Reiland, Peter M. McCormick and Marty J. Schwenner, effective as of January 1, 2009.                                                                |
| 10.21      |   | (10)   | Tax Agreement, dated as of February 12, 1986, by and between the Company and Farley Northwest Industries, Inc.                                                                                                                        |
| 10.22      |   | (14)   | 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).                                             |
| 10.23      |   | (15)   | Joinder Agreement, dated as of April 23, 2004, by and among the Company, SEI Private Trust Company and LaSalle Bank, N.A.                                                                                                             |
| 10.24      |   | (18)   | 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.                                                                                      |
| 10.25*     |   | (19)   | Incentive Bonus Agreement, dated as of January 5, 2007, by and between the Company and David P. Reiland.                                                                                                                              |
| 10.26      |   | (20)   | Settlement Agreement and Release, dated as of May 1, 2007, by and between the Company and Samsung Electro-Mechanics Co.                                                                                                               |
| 10.27      |   | (21)   | Settlement Agreement, dated as of May 24, 2007, 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. |
| 10.28      |   | (12)   | Lease of Menomonee Falls, Wisconsin facility, dated as of July 23, 1999.                                                                                                                                                              |
| 10.29      |   | (2)    | Industrial Building Lease dated as of November 26, 2006, and Amendment of Industrial Building Lease dated as of April 5, 2007, by and between the Company and W.C. Bradley Co.                                                        |
| 10.30      |   | (24)   | Revolving Credit Agreement dated as of November 6, 2007, by and between the Company and Associated Bank, N.A.                                                                                                                         |
| 10.31      |   | (25)   | Asset Purchase Agreement dated February 4, 2008 by and among Magnetek, Inc., Enrange LLC, W. Christopher Dulin, William Gibson and David Ashburn.                                                                                     |
| 10.32      |   | (26)   | Settlement Agreement, dated as of June 12, 2008, by and among Magnetek, Inc., Ole K. Nilssen and Geo Foundation, Ltd.                                                                                                                 |
| 10.33*     |   | (30)   | Transition, Separation and Complete Release Agreement by and between the Company and David P. Reiland dated as of February 5, 2009                                                                                                    |
| 10.34*     |   | (28)   | Form of Retention Agreement for named executive officers Ryan D. Gile and Jolene L. Shellman                                                                                                                                          |
| 10.35      |   | (29)   | First Amendment to Credit Agreement dated as of December 15, 2008 by and between the Company and Associated Bank, N.A.                                                                                                                |
| 10.36*     |   | (30)   | Advisory Services Agreement by and between the Company and David A. Bloss, Sr. dated as of December 15, 2008                                                                                                                          |
| 10.37*     |   | (30)   | Amended Form of Restricted Stock Agreement Pursuant to Amended and Restated 2004 Stock Incentive Plan of Magnetek, Inc.                                                                                                               |
| 21.1       |   | **     | Subsidiaries of the Registrant as of June 29, 2008.                                                                                                                                                                                   |
| 23.1       |   | **     | Consent of Independent Registered Public Accounting Firm.                                                                                                                                                                             |
| 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.                                                                                                                                                                                    |
|       |   |   |                                                                                                                                                                                                                                  |

----

Index

| *    |   | 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 February 9, 2009, 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 Form 10-Q/A for quarter ended September 30, 1999, and incorporated herein by this reference.                                                           |
| (7)  |   | Previously filed with Form 8-K filed May 12, 2003, and incorporated herein by this reference.                                                                                     |
| (8)  |   | Previously filed with Form 10-Q for quarter ended March 31, 1997, and incorporated herein by this reference.                                                                      |
| (9)  |   | Previously filed with Form 10-Q for quarter ended December 31, 1998, and incorporated herein by this reference                                                               |
| (10) |   | 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. |
| (11) |   | Previously filed with Form 10-Q for Quarter ended December 31, 2002, and incorporated herein by this reference.                                                                        |
| (12) |   | Previously filed with Form 10-K for Fiscal Year ended June 27, 1999, and incorporated herein by this reference                                                               |
| (13) |   | Previously filed with Form 10-Q for quarter ended September 30, 2003, and incorporated herein by this reference.                                                                       |
| (14) |   | 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.                        |
| (15) |   | 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.                             |
| (16) |   | Previously filed with Form 8-K dated October 21, 2003, and incorporated herein by this reference.                                                                                      |
| (17) |   | Previously filed with Form 10-Q for quarter ended October 2, 2005, and incorporated herein by this reference.                                                                          |
| (18) |   | Previously filed with Form 10-K for Fiscal Year ended July 2, 2006, and incorporated herein by this reference.                                                                         |
| (19) |   | Previously filed with Form 8-K filed January 11, 2007, and incorporated herein by this reference.                                                                                      |
| (20) |   | Previously filed with Form 8-K filed May 1, 2007, and incorporated herein by this reference.                                                                                           |
| (21) |   | Previously filed with Form 8-K filed June 4, 2007, and incorporated herein by this reference.                                                                                          |
| (22) |   | Previously filed with Form 10-Q for quarter ended December 30, 2007, and incorporated herein by this reference.                                                                        |
| (23) |   | Previously filed with Form 8-K filed August 8, 2008, and incorporated herein by this reference.                                                                                        |
| (24) |   | Previously filed with Form 8-K filed November 7, 2007, and incorporated herein by this reference.                                                                                      |
| (25) |   | Previously filed with Form 8-K filed February 2, 2008, and incorporated herein by this reference.                                                                                      |
| (26) |   | Previously filed with Form 8-K filed June 12, 2008, and incorporated herein by this reference.                                                                                         |
| (27) |   | Previously filed with Form 8-K filed August 5, 2008, and incorporated herein by this reference.                                                                                        |
| (28) |   | Previously filed with Form 8-K filed February 9, 2009, and incorporated herein by this reference.                                                                                      |
| (29) |   | Previously filed with Form 8-K filed December 18, 2008, and incorporated herein by this reference.                                                                                     |
| (30) |   | Previously filed with Form 10-Q for quarter ended December 28, 2008, and incorporated herein by this reference.                                                                        |

----

Index

----

Index

SIGNATURES

| Signature                          | Title                                      | Date                 |
|------------------------------------|--------------------------------------------|----------------------|
|                               |                                       |                 |
| /s/  MITCHELL I. QUAIN   | Chairman of the Board of Directors         | August 31, 2009      |
| Mitchell I. Quain             |                                       |                 |
| /s/  DAVID A. BLOSS, SR. | Director                                   | August 31, 2009      |
| David A. Bloss, Sr.           |                                       |                 |
| /s/  YON Y. JORDEN       | Director                                   | August 31, 2009      |
| Yon Y. Jorden                 |                                       |                 |
| /s/  DAVID P. REILAND    | Director                                   | August 31, 2009 |
| David P. Reiland              |                                       |                 |
| /s/  PETER M. MCCORMICK  | President and Chief Executive Officer      | August 31, 2009      |
| Peter M. McCormick            |                                       |                 |
| /s/  MARTY J. SCHWENNER  | Vice President and Chief Financial Officer | August 31, 2009      |
| Marty J. Schwenner            | (Principal Financial Officer)              |                 |
| /s/  RYAN D. GILE        | Vice President and Controller              | August 31, 2009      |
| Ryan D. Gile                       | (Principal Accounting Officer)             |                 |

----

Index

|                            |   |                |   |   | Additions charged  |   |   |           |   |   |   |   |   |        |   |
|---------------------------------|--------|---------------------|--------|--------|--------------------|--------|--------|----------------|--------|--------|--------|--------|--------|-------------|--------|
|                            |   | Balance atbeginning |   |   | (recoveries added) |   |   | Deductionsfrom |   |   |   |   |   | Balance at  |   |
|                            |   | of year             |   |   | to earnings        |   |   | allowance      |   |   | Other  |   |   | end of year |   |
| July 1, 2007                    |   |                |   |   |               |   |   |           |   |   |   |   |   |        |   |
| Allowance for doubtful accounts |   | $                   | 723    |   |               | $      | 177    |           |   | $      | (175   | )      |   | $           | 1      |   |   | $ | 726 |   |
| June 29, 2008                   |   |                |   |   |               |   |   |           |   |   |   |   |   |        |   |   |   |   |   |   |
| Allowance for doubtful accounts |   | $                   | 726    |   |               | $      | (36    | )              |   | $      | (173   | )      |   | $           | -      |   |   | $ | 517 |   |
| June 28, 2009                   |   |                |   |   |               |   |   |           |   |   |   |   |   |        |   |   |   |   |   |   |
| Allowance for doubtful accounts |   | $                   | 517    |   |               | $      | (26    | )              |   | $      | (208   | )      |   | $           | -      |   |   | $ | 283 |   |

----

Index

|   |                           |   |
|--------|--------------------------------|--------|
|   |                           |
|   | /s/ Ernst & Young LLP |   |
|   | Milwaukee, Wisconsin           |
|   |                           |

----

----