**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

**FORM 10-K**

**(Mark One)**

**x**           ANNUAL REPORT PURSUANT TO SECTION 13 OR15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

**Forthe fiscal year ended July 3, 2005**

**OR**

**o**            TRANSITION REPORT PURSUANT TO SECTION 13 OR15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

**Commissionfile number 1-10233**

**MAGNETEK, INC.**

(Exact name of Registrantas specified in its charter)
| **DELAWARE**                                                                                       | ** ** | **95-3917584**                         |
|----------------------------------------------------------------------------------------------------|------------|----------------------------------------|
| (State or other  jurisdiction of

incorporation or  organization)                                  |       | (I.R.S. Employer

Identification  No.) |
| **8966 Mason Ave.  Chatsworth, California**                                                        | ** ** | **91311**                              |
| (Address of  Principal Executive Offices)                                                          |       | (Zip Code)                             |
| Registrant’s  telephone number, including area code:   **(818) 727-2216** |
| Securities  registered pursuant to Section 12(b) of the Act:                             |

 
| ** **                                                      | ** **              | ** **                                         | ** ** | ** ** | **Name of each exchange** | ** ** |
|-----------------------------------------------------------------|-------------------------|----------------------------------------------------|------------|------------|---------------------------|------------|
|                                                                 | **Title of each class** | ** **                                         | ** ** | ** ** | **on which registered**   | ** ** |
| Common Stock, $.01  par value

Preferred Stock  Purchase Rights |                    | New York Stock  Exchange

New York Stock  Exchange |
|                                                                 |                         |                                                    |            |            |                           |            |  |  |

 

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

Indicateby check mark whether the Registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theRegistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days. Yes  x    No  o

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K is notcontained 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.  o

Indicate by check mark whetherthe registrant is an accelerated filer (as defined in Rule 12b-2 ofthe Exchange Act).  x    Yes    o    No

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 theclosing price of $6.90, per share as reported by the New York Stock Exchange,on December 31, 2004 (the last business day of the Company’s most recentlycompleted second fiscal quarter), was $196,862,099. Shares of common stock heldby each executive officer and director have been excluded since such personsmay be deemed affiliates. This determination of affiliate status is notnecessarily a conclusive determination for other purposes.

The number of sharesoutstanding of the Registrant’s Common Stock, as of September 12, 2005 was29,084,594 shares.

**DOCUMENTS INCORPORATED BYREFERENCE**

Portions of the Magnetek, Inc.2005 Annual Report for the fiscal year ended July 3, 2005 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. 2005 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 3, 2005 are incorporated by reference into Part IIIof this Form 10-K.

 

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**MAGNETEK, INC.**

**ANNUAL REPORT ONFORM 10-KFOR THE FISCAL YEAR ENDED JULY 3, 2005**
|          | ** ** | ** **                                                                                                          | ** ** | **Page** |
|----------|------------|---------------------------------------------------------------------------------------------------------------------|------------|----------|
|     |       | **PART I**                                                                                                     |       |     |   |
| ITEM 1.  |       | DESCRIPTION  OF BUSINESS                                                                                            |       | 1        |   |
| 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                                                                                            |       | 10       |   |
| ITEM 7.  |       | MANAGEMENT’S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                         |       | 10       |   |
| ITEM 7A. |       | QUANTITATIVE  AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                         |       | 10       |   |
| ITEM 8.  |       | FINANCIAL  STATEMENTS AND SUPPLEMENTARY DATA                                                                        |       | 10       |   |
| 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  AND EXECUTIVE OFFICERS OF THE REGISTRANT                                                                 |       | 15       |   |
| ITEM 11. |       | EXECUTIVE  COMPENSATION                                                                                             |       | 15       |   |
| ITEM 12. |       | SECURITY  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER  MATTERS                    |       | 15       |   |
| ITEM 13. |       | CERTAIN  RELATIONSHIPS AND RELATED TRANSACTIONS                                                                     |       | 15       |   |
| ITEM 14. |       | PRINCIPAL  ACCOUNTING FEES AND SERVICES                                                                             |       | 15       |   |
|     |       | **PART IV**                                                                                                    |       |     |   |
| ITEM 15. |       | EXHIBITS  AND FINANCIAL STATEMENT SCHEDULES                                                                         |       | 16       |   |
|     |       | SIGNATURES                                                                                                          |       | 21       |   |

 

The Company uses a 52-53 week fiscal year whichends on the Sunday nearest June 30. Fiscal year 2005 contained 53 weeks;fiscal years 2004 and 2003 contained 52 weeks.

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**PART I**

**ITEM1. DESCRIPTION OF BUSINESS**

**General**

Magnetek, Inc. (“Magnetek”or “the Company”) supplies digital power products used primarily in informationtechnology, telecommunications, consumer products, transportation, industrialautomation and energy markets. Magnetek’s products are sold directly or throughmanufacturers’ representatives to original equipment manufacturers (OEMs) forincorporation 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. Founded in July 1984 and listed on the New York Stock Exchangein July 1989 (NYSE: MAG), Magnetek operates four manufacturing plants inNorth America, two in Europe and one in China, together employing some 1,500people. The Company operates in a single segment, Digital Power Products, whichincludes two broad product lines, Power-Electronic Products and Power-ControlSystems.

**Digital PowerProducts**

*General.  *Micro-TechConsultants, a power supply industry research firm, ranks Magnetek in the top2% of the world’s independent manufacturers of custom power supplies by salesvolume. Magnetek is recognized in the industry as an innovator in power-electronicdesign, thermal management technology and the application of microprocessorsand software algorithms in digital power products.  In fiscal 2005, international sales accountedfor 55% of Magnetek’s revenue; its five largest customers accounted for 29% ofrevenue, and none of its customers accounted for 10% or more of revenue.

*Power-ElectronicProducts.  *Power-electronic products accounted forapproximately two-thirds of Magnetek’s revenue in fiscal 2005. These productsinclude, primarily, AC-to-DC switching power supplies, AC-to-DC rectifiers andbattery chargers, DC-to-DC power converters, and DC-to-AC power inverterscustom-designed for OEMs who incorporate them into their products. The Company’s“embedded” power products are used in mainframe computers and servers, databanks, office automation and imaging equipment, internet infrastructure,telecom switchers, routers, energy stations and back-up power systems, homeappliances, power tools, audio-visual equipment, and personal mobility products.Principal customers include Electrolux, Motorola, IBM, Siemens, Alcatel andInFocus.

*Power-Control Systems.  *Power-controlsystems, including primarily programmable motion control and power conditioningsystems, accounted for approximately a third of the Magnetek’s revenue infiscal 2005.  The Company is NorthAmerica’s largest independent supplier of digital drives, radio controls,software and accessories for industrial cranes and hoists; it is also thelargest independent supplier of digital motion control systems for elevators. Customersinclude most of the industrial crane and hoist companies in North America andthe world’s leading elevator builders. Magnetek was the world’s first and isthe largest independent builder of power conditioners for commercial stationaryfuel cells, its principal customer being United Technologies. The Company isalso an award-winning innovator of digital power inverters for renewable energysources such as solar panels and wind turbines, as well as micro-turbinegenerators.

*Backlog.  *Magnetek’sbacklog as of the end of fiscal 2005 was $61.1 million versus $76.5million at the end of fiscal 2004. The decrease in backlog reflects, primarily,a slowdown in overall economic activity and a decline in telecommunicationsmarket activity during fiscal 2005. The Company expects most of the orders inits $61.1 million backlog to be filled during first half of fiscal 2006.

*Competition.  *Magnetek’sprimary competitors during fiscal 2005 included: Artesyn Technologies,Astec/APS (Emerson), C&D Technologies, Cherokee, Condor (SL Industries),Delta Electronics, Ericsson, Lambda, Power One, Tyco, Synqor, Valere and Vicor;Control Techniques; KCI/Konecranes, OMRON, Yaskawa, Fronius, SMA, SatConTechnology, Semikron, Telemics and Xantrex. Some of these 

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companies have substantially greater financial,marketing and other resources, larger product portfolios and greater brandrecognition than Magnetek.

**Competitive Strengths**

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

*Technological Capabilities.  *Magnetekemphasizes and leverages its ability to provide custom-designed andcustomized solutions for power and motion control applications through digitalpower-electronic technology. The Company recruits top talent fromuniversities that stress power electronics in their curricula, and itstechnical personnel possess substantial expertise in disciplines central todigital power systems and applications. These include analog-to-digital circuitdesign, thermal management technology, and the application of microprocessors,digital signal processors and software algorithms in the development of “smart”power products.

*Customer Relationships.  *Magnetekhas established long-term relationships with major manufacturers ofdata-processing and telecommunications equipment and systems, home appliances,office automation equipment, medical electronics, fuel cells, cranes andhoists, elevators and mining equipment, among others. The Company believes thatthese relationships have resulted from its reliability and responsiveness, andreadiness to meet special customer requirements based on innovative technology,the quality and cost-effectiveness of its products, and its commitment tostand behind its products.

*Manufacturing and SystemsIntegration.  *Magnetek competes as a supplier ofhigh-performance digital power products that are incorporated into customers’products, systems and operations. The Company has taken steps to enhance itscompetitive position by adopting and implementing ISO process guidelines,locating new production facilities in low-cost labor areas, implementingdemand-flow and cellular manufacturing techniques, and investing instate-of-the-art manufacturing capabilities, such as surface-mountmachinery and advanced electronic test equipment, to assure product quality andreliability. The Company also builds digital-power-based subsystems and systemsincorporating monitoring, control and communications functions for selectedmarkets and customers, and believes that its system-integrationcapability represents an advantage, especially in industrial, alternativeenergy, utility and transportation markets.

*Product Breadth and Market Diversity.  *Magnetekprovides a variety of products in each of its major product lines. Sinceproduct breadth is important to certain OEM customers and most distributors intheir selection of suppliers, expansion into standard power-electronicproducts, which conform to certain basic industry conventions, has been helpfulin establishing certain OEM relationships and establishing sales channelpartnerships. Magnetek also addresses a variety of end-markets and serves arange of customers in the belief that market diversity and a broad customerbase reduce the Company’s susceptibility to economic cycles and increase itsprospects for profitable growth.

*Systems Sales Channels.  *Managementbelieves that Magnetek’s well established network of some 800 “ElectromotiveSystemsTM” dealers, “Performance Plus” centers and key OEM customers constitutea significant competitive advantage in the North American materials handlingmarketplace.

**Competitive Weaknesses**

Management considers the following to be Magnetek’sprimary competitive weaknesses:

*BrandRecognition.  *As noted above, Magnetek ranks among theworld’s top independent manufacturers of custom power supplies. However, thepower supplies industry is very fragmented, the Company’s power-electronicproducts business is European-based, some of its power-control systemslines were acquired fairly recently, and it is entering certain industrial andgeographic markets for the first time. 

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Consequently, the “Magnetek”name is entirely new in some world markets and is not yet as well recognized assome of its competitors’ brand names in North America.

*Standard Product Sales Channels.*   In power-electronic productsMagnetek has been primarily a manufacturer of custom products and has not hadan offering of “standard” products. Therefore, while the Company is relativelywell known among OEM users of custom power products, it is not as well knownamong users of standard power products. In recent years, as noted above, theCompany has expanded its power-electronic product offering and has retainedmanufacturers’ representatives and distributors in the U.S., Europe and Asia toreach users of industry-standard and modified-standard powerproducts. However, Magnetek’s standard power-electronic product offering is notas comprehensive and its sales channels are not as well established as some ofits competitors’.

*Material Costs.  *Managementbelieves that, during the establishment of Magnetek’s factories in China andthe transfer of an increasing number of production programs to its Chinafacilities, the Company’s cost of certain raw materials has been higher thanthose of some of its competitors.

*FinancialResources.  *Based on current events, plans and businessconditions, management believes that Magnetek’s borrowing capacity, togetherwith internally generated cash flows, will be sufficient to fund the Company’soperations and other commitments during the current fiscal year. However, someof the Company’s competitors have substantially greater financial resourcesthan Magnetek.

**Restructuring and Current Strategy**

Since the mid-1990s, Magnetek has undertaken aseries of strategic initiatives to tighten its business focus, strengthen itsfinancial position and improve its competitiveness. From 1998 through 2001, anumber of electrical commodity product businesses, representing more thanthree-quarters of the Company’s revenue, were divested (Motors and Generatorsin 1999 and Standard Drives, Lighting Ballasts and Component Transformers in2001). Proceeds from these divestitures were applied to eliminate the Company’slong-term debt, repurchase Company stock, and make selective product-lineacquisitions.

Magnetek’s strategy iscentered primarily on custom power-electronic product innovation, upwardintegration into systems, and market diversification. The Company intends tocontinue to build on its competitive strengths and strategy through researchand development, expanding power-electronic product manufacturing and marketingin Asia, and penetrating growing and emerging markets for digital power-basedsystems. Management believes that attractive growth opportunities exist inNorth American and Asian markets for Magnetek’s power-electronic products thathave achieved substantial market positions in Europe, and that attractivegrowth opportunities may exist in Europe and Asia for Magnetek’s power- controlsystems that have achieved substantial market positions in North America.

**International Operations**

International sales accounted for 55% of Magnetek’snet revenues in fiscal 2005. 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. In Europe the Company operates two manufacturingfacilities, one in Italy and one in Hungary, and employs approximately 700people. The Company also operates a manufacturing facility in Shenzhen, China,which employs approximately 450 people.

For the Company’s 2005, 2004, and 2003 fiscal years,revenues derived from domestic sales were $108.1 million, $97.4 million and$84.0 million, respectively, and revenues derived from international sales were$134.3 million, $132.9 million and $96.3 million. The Company strives to expandsales to global customers, while increasing production capacity outside theU.S., primarily in China.

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The majority of theCompany’s international operations are in Italy. Fiscal 2005 sales by theCompany’s subsidiary in Italy were $105.4 million. The Company holds assets inthe U.S., Italy, Hungary, China and Canada totaling $229.2 million, of which$102.5 million are held in Italy, including net property, plant and equipmentof $18.2 million and goodwill of $11.8 million. Long-lived assets held in theU.S. include net property, plant and equipment of $6.3 million and goodwill of$51.8 million.

**Seasonality**

Historically, Magnetek’sbusiness has tended to be seasonal, with the first two quarters of the fiscalyear being somewhat weaker than the last two due primarily to customer plantclosures during holidays and traditional vacation periods. The first fiscalquarter (July-September) includes plant closures typically lasting up to twoweeks in July in North America and throughout the month of August inEurope. The second fiscal quarter (October-December) includes religiousand year-end holidays in both North America and Europe. Also, customers whobudget on a calendar-year basis typically begin spending on new programs in January withmany programs scheduled for completion prior to the summer vacation period,making the January-June period (the second half of Magnetek’s fiscal year)stronger than the July-December period. Management estimates that,historically, seasonality may have created a 10-20% differential betweenthe Company’s fiscal first- and second-half revenues.

**Suppliers and Raw Materials**

Virtually all materials and components purchased bythe Company are available from multiple suppliers. During fiscal 2005, rawmaterials purchases accounted for approximately 71% of the Company’s cost ofsales. Production of digital power products depends heavily on variouselectronic components. The Company seeks to obtain competitive pricing on theseraw materials by utilizing multiple suppliers available to its North American,European and Asian operations, leveraging its combined purchasing requirements,and utilizing internet sources when appropriate.

Based on analyses of thecosts and benefits of its level of vertical integration, Magnetek is continuingto increase its outsourcing of certain materials and component parts thatpreviously have been produced internally.

**Research and Development**

Magnetek’s research anddevelopment activities, which are conducted primarily at advanced developmentcenters in Valdarno, Italy and Menomonee Falls, Wisconsin, are directed towarddeveloping new products, improving existing products and customizing ormodifying products to meet customers’ specific needs. Total research anddevelopment expenditures were approximately $14.6 million, $13.0 million, and$10.4 million respectively, for the Company’s 2005, 2004 and 2003 fiscalyears.

**Intellectual Property**

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 grantedthere under 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 

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theprotection afforded by its patents, patent applications, trademarks andcopyrights has value, rapidly changing technology in the digital power productsindustry and shortened product life cycles make Magnetek’s future successdependent primarily on the innovative skills, technological expertise, researchand development and management capabilities of its employees rather than onpatent, copyright, and trademark protection.

**Employees**

As of September 1,2005, the Company had approximately 700 salaried employees and approximately800 hourly employees, of whom approximately 250 were covered by collectivebargaining agreements with unions in Europe. The Company believes that itsrelationships with its employees 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 bring certain facilities associated withpreviously owned businesses   into compliance with applicableenvironmental laws and regulations. Upon the subsequent sale of certainbusinesses, the Company agreed to indemnify the buyers against environmentalclaims associated with the divested operations, subject to certain conditionsand limitations. Remediation activities, including those related to the Company’sindemnification obligations, did not involve material expenditures duringfiscal years 2005, 2004 or 2003.

Magnetek 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 2005, 2004 and 2003.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 of contaminantsat the facility. Gould has completed an interim remedial excavation anddisposal of onsite soil containing PCBs and a preliminary investigation andcleanup of certain onsite and offsite 

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contamination.The Company believes the cost of further investigation and remediation(including ancillary costs) are covered by the 1983 Indemnity. The Company soldits leasehold interest in the McMinnville plant in August 1999 and whilethe Company believes that Gould will continue to perform substantially underits indemnity obligations, Gould’s substantial failure to perform suchobligations could have a material adverse effect on the Company’s financialposition, cash flows and results of operations.

*Effect of Fruit ofthe Loom Bankruptcy (Bridgeport, Connecticut)*

In 1986, the Companyacquired the stock of Universal Manufacturing Company (“Universal”) from apredecessor of Fruit of the Loom (“FOL”), and the predecessor agreed toindemnify the Company against certain environmental liabilities arising frompre-acquisition activities at a facility in Bridgeport, Connecticut.Environmental liabilities covered by the indemnification agreement includecompletion of additional cleanup activities, if any, at the Bridgeport facility(sold in connection with the sale of the transformer business in June 2001)and defense and indemnification against liability for potential response costsrelated to offsite disposal locations. FOL, the successor to Universal’sindemnification obligation, filed a petition for Reorganization under Chapter11 of the Bankruptcy Code in 1999 and the Company filed a proof of claim in theproceeding for obligations related to the environmental indemnificationagreement. The Company believes that FOL had substantially completed theclean-up obligations required by the indemnification agreement prior to thebankruptcy filing. In November 2001, the Company and FOL entered into anagreement involving the allocation of certain potential tax credits andMagnetek withdrew its claims in the bankruptcy proceeding. FOL’s obligation tothe state of Connecticut was not discharged in the reorganization proceeding.FOL’s inability to satisfy its remaining obligations related to the Bridgeportfacility and any offsite disposal locations, or the discovery of additionalenvironmental contamination at the Bridgeport facility could have a materialadverse effect on the Company’s financial position or results of operations.

**SupplementalInformation—Executive Officers of the Company**

Thefollowing table sets forth certain information regarding the current executiveofficers of the Company.
| **Name**               | ** ** | ** ** | ** ** | ** **                                                          | **Age** | ** ** | ** ** | ** ** | **Position** | ** ** |
|------------------------|------------|------------|------------|---------------------------------------------------------------------|---------|------------|------------|------------|--------------|------------|
| Andrew G. Galef        |       | 72         |       | President and Chief  Executive Officer (until May 9, 2005)     |
| Thomas G. Boren        |       | 56         |       | President and Chief  Executive Officer (effective May 9, 2005) |
| Antonio Canova, Ph.D   |       | 63         |       | Executive Vice  President, Power Components Group                   |
| Alexander Levran, Ph.D |       | 55         |       | Executive Vice  President, Chief Technology Officer                 |
| Peter M. McCormick     |       | 45         |       | Executive Vice  President, Power Systems Group                      |
| David P. Reiland       |       | 51         |       | Executive Vice  President and Chief Financial Officer               |
| Stephen Torres         |       | 40         |       | Executive Vice  President, Alternative Energy                       |
| Tina D. McKnight       |       | 47         |       | Vice President,  General Counsel and Secretary                      |
| Marty J. Schwenner     |       | 44         |       | Vice President and  Controller                                      |

 

Andrew Galef has been the Chairman of the Board ofDirectors since July 1984 and served as the President and Chief ExecutiveOfficer of Magnetek from September 1993 until June 1996 and from May 1999until May 2005, when he voluntarily resigned his position, at which timehe ceased to be an executive officer of the Company. Mr. Galef hasbeen President of The Spectrum Group, Inc., a private investment andmanagement firm, since its incorporation in California in 1978 and has servedas Chairman and Chief Executive Officer of the Spectrum Group since 1987.

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Thomas Boren has served onthe Company’s Board of Directorssince 1997 and has served as the Company’s President and Chief ExecutiveOfficer since May 9, 2005. Mr. Boren has held executivepositions in the energy products and services sector since 1980, most recentlyas Executive Vice President of PG&ECorporation, and as President and Chief Executive Officer of PG&E’sNational Energy Group from August 1999 until December 2002. Prior tojoining PG&E Corporation, Mr. Boren was an Executive Vice Presidentwith Southern Company and served as President and CEO of Southern Energy Inc.,Southern Company’s worldwide power plant, energy trading, and energy servicesbusinesses.

Antonio Canova is the Executive Vice Presidentresponsible for the Company’s Power Components Group (formerly the PowerElectronics Group) in Europe and North America. Dr. Canova joined Magnetekwhen it acquired Plessey S.p.A. in 1991 and assumed responsibility for theCompany’s European power components business at that time. With the acquisitionof Omega Power Systems, Inc. in 1998, Dr. Canova assumedresponsibility for the North American power components business as well. Priorto joining Magnetek, Dr. Canova was the Managing Director of PlesseyS.p.A. from 1988 until its acquisition by Magnetek in 1991 and served as itsGeneral Manager from 1969 to 1988.

Alexander Levran is Executive Vice President and ChiefTechnology Officer of the Company. Dr. Levran joined the Company in July 1993as its Vice President, Technology after serving as Vice President ofEngineering and Technology for EPE Technologies, Inc., a subsidiary ofGroupe Schneider, from 1991 until 1993. From 1981 until 1991, Dr. Levranheld various engineering management positions with Teledyne Inet, a subsidiaryof Teledyne, Inc., most recently as Vice President of Engineering.

Peter McCormick is the Executive Vice Presidentresponsible for the Company’s Power Systems Group (formerly the IndustrialControls Group and the Telecom Power Group). Mr. McCormick has had primaryresponsibility for the Company’s Industrial Controls Group (now part of thePower Systems Group) since 2002. Prior to that, he served as the President ofIndustrial Controls from 1999 until 2002. Since joining the Company in 1996, Mr. McCormickhas also served as the Vice President of Operations for the drives group from1998 until 1999 and as Vice President of the custom products business groupfrom 1996 until 1998.

David Reiland is an Executive Vice President of theCompany and has been its Chief Financial Officer since 1988. In 2003, Mr. Reilandassumed temporary responsibility for the Company’s Telecom Power Group during amanagement restructure. Mr. Reiland has also served as the Controller ofthe Company from 1986 until 1993 and as Vice President, Finance from 1987 to1989. Before joining Magnetek, Mr. Reiland was an Audit Manager withArthur Andersen & Co. where he served in various capacities since1980. Mr. Reiland is a Certified Public Accountant.

Stephen Torres is the Executive Vice Presidentresponsible for the Alternative Energy business. Mr.Torres joined the Companyin April 2005 after serving for four years as the Vice Presidentresponsible for marketing and project development for FuelCell Energy, Inc.Before that, Mr. Torres was director of business development, channelmanagement and Latin America marketing for Capstone Turbine Corporation. Priorto joining Capstone, Mr. Torres was Manager, Manufacturing Practice, withDeloitte Consulting Group for five years, where he focused on marketing, supplychain processes and operations improvement. Before joining Deloitte ConsultingGroup, he served in brand management and technical sales with Procter &Gamble and General Electric.

Tina McKnight joined the Company in September 2000as Vice President, General Counsel and Secretary. Prior to joining Magnetek, Ms. McKnightwas Vice President and Assistant General Counsel of creditcards.com from 1999to 2000 and Vice President, Senior Counsel and Assistant Secretary of GreatWestern Bank from 1990 to 1999. Ms. McKnight was an attorney with the lawfirms of Brobeck, Phleger & Harrison in Los Angeles, Californiafrom 1987 until 1990 and with Peterson, Ross, Schloerb & Seidel in LosAngeles, California from 1985 until 1987.

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Marty Schwenner has been aVice President of the Company since 2003 and Controller since 2002. Mr. Schwennerwas Vice President of Finance for the Power Electronic Group (now part of thePower Components Group) from 1998 until 2002. Mr. Schwenner also served asthe Chief Financial Officer of the Company’s European Operations from 1992 to1998 and as Internal Audit Manager from 1991 until 1992. Mr. Schwennerjoined Magnetek as an Internal Auditor in 1989. Before joining Magnetek, Mr. Schwennerwas a Financial Analyst with Nortek, Inc. since 1985. Mr. Schwenneris a Certified Public Accountant and a Certified Internal Auditor.

**ITEM 2. PROPERTIES**

Magnetek’sheadquarters and each of its manufacturing facilities for the continuingoperations of the Company are listed below, each of which is leased, except forValdarno, Italy. The Valdarno facility is owned by the Company’s Italiansubsidiary, Magnetek SpA.
| **Location**                | ** ** | ** ** | ** ** | **Lease Term** | ** ** | **Approximate  Size (Sq.Ft.)** | ** ** | **Principal Use**                                     |
|-----------------------------|------------|------------|------------|---------------------|------------|-------------------------------------|------------|------------------------------------------------------------|
| Valdarno, Italy             |       | —     |       |                | 183,000    |                                |       | Power components  manufacturing                            |
| Salgotarjan, Hungary        |       | 2007       |       |                | 118,000    |                                |       | Power components  manufacturing                            |
| Menomonee Falls,  Wisconsin |       | 2009       |       |                | 84,000     |                                |       | Power systems  manufacturing                               |
| Shenzhen, China             |       | 2015       |       |                | 237,000    |                                |       | Power components  manufacturing                            |
| Chatsworth, California      |       | 2006       |       |                | 48,000     |                                |       | Power components  manufacturing and Corporate headquarters |
| Mississauga, Canada         |       | 2006       |       |                | 18,000     |                                |       | Power systems  manufacturing                               |
| Pittsburgh, Pennsylvania    |       | 2005       |       |                | 9,000      |                                |       | Power systems manufacturing                                |

 

The Company believes itsfacilities are in satisfactory condition and are adequate for its presentoperations. See Note 6 of Notes to Consolidated Financial Statements withrespect to facility equipment subject to encumbrances.

**ITEM 3. LEGAL PROCEEDINGS**

**Litigation—Product Liability**

The Company has settled or otherwise resolved all ofthe product liability lawsuits associated with its discontinued businessoperations. The last remaining limited obligation to defend and indemnify thepurchaser of a discontinued business operation against new product liabilityclaims expired in December 2003 and the Company believes that any newclaims would either qualify as an assumed liability, as defined in the variouspurchase agreements, or would be barred by an applicable statute of limitations.The Company is also a named party in two product liability lawsuits related tothe Telemotive Industrial Controls business acquired in December 2002through the purchase of the stock of MXT Holdings, Inc. Both claims weretendered to 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 and thatthe proceedings, individually or in the aggregate, will not have a materialadverse effect on the Company’s results of operations or financial position.

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 and hasalso tendered the defense of these cases to the insurers of the previouslyacquired businesses and is awaiting their response. The Company has also fileda late claim in 

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theamount of $2.5 million in the Federal-Mogul bankruptcy proceedings torecover attorney’s fee paid for the defense of these claims, which the Companybelieves is an obligation of Federal Mogul although the claim is subject tochallenge. Management does not believe the asbestos proceedings, individuallyor in the aggregate, will have a material adverse effect on its financialposition or results of operations.

**Litigation—Patent Infringement**

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 adecision awarding Nilssen $23.4 million was issued on May 3, 2005. Nilssen’scounsel filed a motion to enter the award in U.S. District Court for theNorthern District of Illinois, and Magnetek filed a counter-motion to vacatethe award for a number of reasons, including that the award was fraudulentlyobtained. Magnetek’s request for oral argument was granted and a hearing datehas been set for October 19, 2005. An unfavorable decision by the Courtwould likely result in payment of the award to Nilssen and would have amaterial adverse effect on the Company’s cash flows during fiscal 2006.

In February 2003, Nilssen filed a second lawsuitin the U.S. District Court for the Northern District of Illinois alleginginfringement by ULT of twenty-nine of his patents pertaining to electronicballast technology, and seeking unspecified damages and injunctive relief topreclude ULT from making, using or selling products allegedly infringing hispatents. ULT made a claim for indemnification, which the Company accepted,subject to the limitations set forth in the sale agreement. The case is nowpending in the Central District of Tennessee. As of the date of this report,Nilssen has voluntarily dismissed all but four of the patents from the lawsuit.The Company denies that the products for which it has an indemnificationobligation to ULT infringe any valid patent and has responded on behalf of ULTasserting affirmative defenses, as well as a counterclaim for a judicialdeclaration that the patents are unenforceable and invalid and that theproducts do not infringe Nilssen’s patents.  A re-examination of thepatents at issue by the Patent and Trademark Office will also be requested. Meanwhile,the Company will continue to aggressively defend the claims against ULT thatare subject to defense and indemnification; however, an unfavorable decisioncould have a material adverse effect on the Company’s financial position, cashflows and results of operations.

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

No matters were submitted to the stockholders of theCompany during the quarter ended July 3, 2005.

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**PART II**

**ITEM5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES**

Thefollowing table sets forth the high and low sales prices of the Company’sCommon Stock during each quarter of fiscal 2005 and 2004:

| ** **            | ** ** | **High**   | ** ** | **Low**    | ** ** |
|-----------------------|------------|------------|------------|------------|------------|
| **Fiscal Year 2005**  | ** ** | ** ** | ** ** | ** ** | ** ** |
| First quarter         |       | $          | 8.40       |       | $          | 5.26 |   |
| Second quarter        |       | 7.87       |       | 5.97       |       |
| Third quarter         |       | 6.94       |       | 4.50       |       |
| Fourth quarter        |       | 5.40       |       | 1.90       |       |
| **Fiscal  Year 2004** |       |       |       |       |       |
| First quarter         |       | $          | 5.28       |       | $          | 2.52 |   |
| Second quarter        |       | 6.95       |       | 4.95       |       |
| Third quarter         |       | 7.70       |       | 5.51       |       |
| Fourth quarter        |       | 8.55       |       | 6.35       |       |

 

The Company’s Common Stock is listed for trading onthe New York Stock Exchange under the ticker symbol “MAG.” As of September 12,2005 there were 202 record holders of Magnetek’s Common Stock.

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 2005 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 2005.

**ITEM6. SELECTED FINANCIAL DATA**

The information called forby this Item 6 is hereby incorporated by reference to the section of theCompany’s 2005 Annual Report entitled “Selected Financial Data.”

**ITEM7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS**

The information called forby this Item 7 is hereby incorporated by reference to the section of theCompany’s 2005 Annual Report entitled “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations.”

**ITEM7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**

The information called forby this Item 7A is hereby incorporated by reference to the section of theCompany’s 2005 Annual Report entitled “Quantitative and Qualitative DisclosuresAbout Market Risk.”

**ITEM8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA**

The information called forby this Item 8 is hereby incorporated by reference to the Company’s ConsolidatedFinancial Statements and the corresponding Report of Independent RegisteredPublic Accounting Firm in the Company’s 2005 Annual Report.

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**ITEM9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE**

Magnetek had nodisagreements with its independent accountants in fiscal 2005 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 the supervision of and with the participation of our Chief ExecutiveOfficer and Chief Financial Officer, has evaluated the effectiveness of ourdisclosure controls 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 and because of the material weakness identified below, ourChief Executive Officer and Chief Financial Officer have concluded that ourdisclosure controls and procedures were not effective as of the end of July 3,2005. Management believes these material weaknesses materially impacted ourfinancial statements for prior periods and accordingly, has restated theCompany’s financial statements for the periods ended June 27, 2004 and June 29,2003.

**(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.                  Pertain to themaintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of assets of the Company;

II.             Provide reasonableassurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with accounting principles generallyaccepted 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 3, 2005. 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).

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A material weakness is a control deficiency, orcombination of control deficiencies, that results in more than a remotelikelihood that a material misstatement of the annual or interim financialstatements will not be prevented or detected. As of July 3, 2005,management has concluded that the Company’s controls over the application ofits accounting policies related to income taxes were ineffective to ensure thatamounts included in the Company’s financial statements related to income taxeswere recorded in accordance with accounting principles generally accepted inthe United States of America. Specifically, the deficiency in the Company’scontrols over the application of its accounting policies failed to identifymisstatements in the valuation allowance against deferred tax assets and theprovision for income taxes, which resulted in restatement of the Company’s 2004and 2003 consolidated financial statements and adjustments in the fourthquarter of the Company’s 2005 consolidated financial statements. Management hasconcluded that this control deficiency constitutes a material weakness. As aresult of the material weakness noted, management has concluded that theCompany did not maintain effective internal control over financial reporting asof July 3, 2005 based on the criteria set forth in *Internal Control-Integrated Framework*issued by the COSO.

Management’sevaluation of the effectiveness of internal control over financial reporting asof July 3, 2005, has been audited by Ernst & Young LLP, anindependent registered public accounting firm, as stated in their report whichis included herein.

**(c) Changes in Controls and Procedures**

No change in internalcontrol over financial reporting occurred during the period ended July 3,2005, that has materially affected, or is reasonably likely to materiallyaffect, such internal control over financial reporting

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**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM**

The Board of Directors andStockholdersMagnetek, Inc.

We have audited management’s assessment, included inthe accompanying, Management’s Annual Report on Internal Control Over FinancialReporting appearing above, that Magnetek, Inc. did not maintain effectiveinternal control over financial reporting as of July 3, 2005, because ofthe effect of a material weakness identified in management’s assessment relatedto controls over the application of accounting policies for income taxes, basedon criteria established in InternalControl—Integrated Framework issued by the Committee of SponsoringOrganizations of the Treadway Commission (the COSO criteria). Magnetek, Inc.’smanagement is responsible for maintaining effective internal control overfinancial reporting and for its assessment of the effectiveness of internalcontrol over financial reporting. Our responsibility is to express an opinionon management’s assessment and an opinion on the effectiveness of the company’sinternal control over financial reporting 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.

A material weakness is a control deficiency, or combinationof control deficiencies, that results in more than a remote likelihood that amaterial misstatement of the annual or interim financial statements will not beprevented or detected. A material weakness has been identified and included inmanagement’s assessment, relating to insufficient controls over thedetermination and application of generally accepted accounting principles withrespect to income taxes and the calculation of a valuation allowance againstdeferred tax assets. The material weakness affected several financial statementaccounts, including deferred tax assets, valuation allowance for deferred taxassets and provision for income taxes and resulted in an adjustment to theconsolidated financial statements. As a result of this material weakness incontrols, management concluded Magnetek Inc.’s previously issued financialstatements for June 27, 2004 and June 29, 2003 should be restated.The restatement is discussed in detail in Note 1 of the Notes to theConsolidated Financial Statements. This material weakness was considered indetermining the nature, 

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timing, and extent ofaudit tests applied in our audit of the July 3, 2005 financial statements, andthis report does not affect our report dated September 30, 2005 on thosefinancial statements.

In our opinion, management’s assessment that Magnetek, Inc.did not maintain effective internal control over financial reporting as of July 3,2005, is fairly stated, in all material respects, based on the COSO controlcriteria. Also, in our opinion, because of the effect of the material weaknessdescribed above on the achievement of the objectives of the control criteria,Magnetek, Inc. has not maintained effective internal control overfinancial reporting as of July 3, 2005, based on the COSO controlcriteria.

Wealso have audited, in accordance with the standards of the Public CompanyAccounting Oversight Board (United States), the consolidated balance sheets ofMagnetek, Inc. as of July 3, 2005 and June 27, 2004, and therelated consolidated statements of operations, stockholders’ equity, and cashflows for each of the three years in the period ended July 3, 2005 and ourreport dated September 30, 2005 expressed an unqualified opinion thereon.
|                             | /s/ ERNST & YOUNG LLP |
|-----------------------------|--------------------------------|
| Woodland Hills,  California |                           |
| September 30,  2005         |                           |

 

**ITEM 9B. OTHERINFORMATION**

No other information is required to be reported formatters not disclosed on Form 8-K during the period ended July 3,2005.

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**PART III**

**ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THEREGISTRANT**

The information regarding the Company’s directorscalled for by this Item 10 is hereby incorporated by reference to thesections of the Company’s 2005 Proxy Statement entitled “The Board of Directors”and “Section 16(a) Beneficial Ownership Reporting Compliance”.

The information regardingthe Company’s executive officers required by this item is included in Part I,Item 1, under the caption “Supplementary Information—Executive Officers of theCompany” and is hereby incorporated by reference into this section.

**SupplementalInformation—Code of Ethics**

The Company has adopted aCode of Ethics for all of its employees that contains portions specificallyapplicable to executives and officers of the Company, including the ChiefExecutive Officer, the Chief Financial Officer, the Controller and employeesperforming financial functions for individual business units of the Company. Acopy of the Code of Ethics is available, without charge, to any shareholder whosends a written request to the Corporate Secretary at 8966 Mason Ave.,Chatsworth, California 91311.

**ITEM 11. EXECUTIVE COMPENSATION**

The information called forby this Item 11 is hereby incorporated by reference to the section of theCompany’s 2005 Proxy Statement entitled “Executive Compensation”.

**ITEM12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS**

**SecurityOwnership of Certain Beneficial Owners and Management**

The information called forby this Item 12 is hereby incorporated by reference to the sections of theCompany’s 2005 Proxy Statement entitled “Beneficial Ownership of Magnetek, Inc.Common Stock by Directors, Officers and Certain Other Owners” and “SecuritiesAuthorized For Issuance Under Equity Compensation Plans”.

**ITEM 13. CERTAIN RELATIONSHIPS AND RELATEDTRANSACTIONS**

The information requiredby this Item 13 is hereby incorporated by reference to the sections of theCompany’s 2005 Proxy Statement entitled “Relationships and Related Transactions”and “Compensation Committee Interlocks and Insider Participation”.

**ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES**

The information called for by this Item 14 is herebyincorporated by reference to the section of the Company’s 2005 Proxy Statemententitled “Independent Registered Public Accountant’s Fees”.

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**PART IV**

**ITEM15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES**

**(a)****          Indexto Consolidated Financial Statements, Consolidated Financial StatementSchedules and Exhibits:**

|        | ** ** | ** **                                                                                                                           | ** ** | **EDGARized  Form 10-K Page** | ** ** | **Annual Report to  Stockholders Page** | ** ** |
|--------|------------|--------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------|------------|--------------------------------------------------------|------------|
| **1.** | ** ** | **Consolidated Financial Statements**                                                                                                |       |                                    |       |                                                   |       |   |   |   |   |
|   |       | Consolidated Statements of Operations  for Years  Ended July 3, 2005, June 27, 2004 and June 29, 2003                 |       |                                    | —     |                                                   |       |   | 17 |   |   |
|   |       | Consolidated Balance Sheets at  July 3, 2005 and June 27, 2004                                                             |       |                                    | —     |                                                   |       |   | 18 |   |   |
|   |       | Consolidated Statements of  Stockholders’ Equity for  Years Ended July 3, 2005, June 27, 2004, and June 29, 2003 |       |                                    | —     |                                                   |       |   | 19 |   |   |
|   |       | Consolidated Statements of  Cash Flows for  Years Ended July 3, 2005, June 27, 2004, and June 29, 2003                |       |                                    | —     |                                                   |       |   | 20 |   |   |
|   |       | Notes to Consolidated  Financial Statements                                                                                          |       |                                    | —     |                                                   |       |   | 21 |   |   |
|   |       | Report of Independent  Registered Public Accounting Firm                                                                             |       |                                    | —     |                                                   |       |   | 40 |   |   |
| **2.** | ** ** | **Consolidated  Financial Statement Schedule**                                                                                       |       |                                    |       |                                                   |       |   |   |   |   |
|   |       | Schedule II—Valuation and Qualifying Accounts                                                                                   |       |                                    | 20         |                                                   |       |   |   |   |   |
|   |       | Report of Independent  Registered Public Accounting Firm                                                                             |       |                                    | 22         |                                                   |       |   |   |   |   |

 

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, orare 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 No. | ** ** | ** ** | ** ** | **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         | )          | By-laws of the Company,  as amended and restated.                                                                                                                    |
| 4.1              |       | (3         | )          | Registration Rights  Agreement dated as of April 29, 1991 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              |       | (21        | )          | Registration Rights  Agreement dated as of June 26, 2002 by and between the Company and U. S.  Trust Company N.A..                                              |
| 4.4              |       | (10        | )          | Rights Agreement dated  as of April 30, 2003 between the Company and The Bank of New York, as  Rights Agent.                                                    |
| 4.5              |       | (21        | )          | Agreement for  Registration of Rights dated as of September 15, 2003 between the  Company and SEI Private Trust Company.                                        |

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| 4.6   |   | (26 | ) | Registration Rights  Agreement dated as of October 3, 2003 between the Company and each B.  Riley Investor.                                               |
|-------|--------|-----|---|----------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.1  |   | (6  | ) | 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  |   | (7  | ) | Magnetek, Inc. 1997  Non-Employee Director Stock Option Plan (the “DSOP”).                                                                      |
| 10.6  |   | (8  | ) | First Amendment to the  DSOP dated as of July 26, 2000.                                                                                                   |
| 10.7  |   | (5  | ) | 1991 Discretionary  Director Incentive Compensation Plan of the Company.                                                                                       |
| 10.8  |   | (9  | ) | 1999 Stock Incentive  Plan of the Company (the “1999 Plan”).                                                                                         |
| 10.9  |   | (9  | ) | 2000 Employee Stock Plan  of the Company (the “2000 Plan”).                                                                                          |
| 10.10 |   | (9  | ) | 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 |   | (11 | ) | Magnetek, Inc.  Amended and Restated Director Compensation and Deferral Investment Plan (the  “DDIP”).                                          |
| 10.12 |   | (22 | ) | Amendment to the DDIP  dated April 17, 2002.                                                                                                              |
| 10.13 |   | (12 | ) | Non-Qualified Stock  Option Agreement between the Company and David P. Reiland.                                                                                |
| 10.14 |   | (29 | ) | 2004 Stock Incentive  Plan of Magnetek, Inc.                                                                                                              |
| 10.15 |   | (29 | ) | Second Amendment to the  1997 Non-Employee Director Stock Option Plan of Magnetek, Inc.                                                                   |
| 10.14 |   | (13 | ) | Executive Management  Agreement dated as of July 1, 1994, by and between the Company and The  Spectrum Group, Inc.                                   |
| 10.15 |   | (14 | ) | Amendment dated as of  January 25, 1995 to the Executive Management Agreement between the  Company and The Spectrum Group, Inc.                      |
| 10.16 |   | (15 | ) | Amendment No. 1 to  the Executive Management Agreement dated as of June 30, 2000 between the  Company and The Spectrum Group, Inc.              |
| 10.17 |   | (23 | ) | Amendment No. 2 to  the Executive Management Agreement dated as of December 12, 2002 between  the Company and The Spectrum Group, Inc.          |
| 10.18 |   | (27 | ) | Executive Employment  Agreement dated as of May 9, 2005 between the Company and Thomas G.  Boren.                                                         |
| 10.19 |   | (16 | ) | Change of Control  Agreement dated October 20, 1998 between Antonio Canova and the Company.                                                               |
| 10.20 |   | (16 | ) | Change of Control  Agreement dated October 20, 1998 between Alexander Levran and the  Company.                                                            |
| 10.21 |   | (16 | ) | Change of Control  Agreement dated October 20, 1998 between David P. Reiland and the  Company.                                                            |
| 10.22 |   | (17 | ) | Change of Control  Agreement dated November 1, 2000 between Tina McKnight and the Company.                                                                |

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| 10.23 |   | (23 | )      | Amended and Restated Change of Control Agreement  dated April 30, 2003 between Tina McKnight and the Company.                                                        |
|-------|--------|-----|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.24 |   | (19 | )      | Change of Control  Agreement dated December 11, 2002, between Peter McCormick and the  Company.                                                                      |
| 10.25 |   | (21 | )      | Change of Control  Agreement dated July 29, 2003 between Marty Schwenner and the Company.                                                                            |
| 10.26 |   | **  |   | Change of Control  Agreement dated September 29, 2005 between Stephen Torres and the  Company.                                                                       |
| 10.27 |   | (18 | )      | Tax Agreement dated as  of February 12, 1986 between the Company and Farley Northwest  Industries, Inc.                                                         |
| 10.28 |   | (21 | )      | Credit Agreement dated  as of August 15, 2003 among the Company and Bank One N.A.                                                                                    |
| 10.29 |   | (21 | )      | Pledge and Security  Agreement dated as of August 15, 2003 among the Company and Bank One  N.A.                                                                      |
| 10.30 |   | (28 | )      | First Amendment to  Credit Agreement dated as of November 25, 2003 among the Company and  Bank One N.A.                                                              |
| 10.31 |   | (28 | )      | Second Amendment to  Credit Agreement dated as of February 12, 2004 among the Company and  Bank One N.A.                                                             |
| 10.32 |   | (28 | )      | Third Amendment to  Credit Agreement dated as of September 9, 2004 among the Company and  Bank One N.A.                                                              |
| 10.33 |   | (28 | )      | Fourth Amendment to  Credit Agreement dated as of December 31, 2004 among the Company and  J.P. Morgan Chase Bank, successor to Bank One                             |
| 10.34 |   | (30 | )      | Fifth Amendment to  Credit Agreement dated as of July 14, 2005 among the Company and J.P.  Morgan Chase Bank, successor to Bank One                                  |
| 10.35 |   | (15 | )      | Lease of Pomaz, Hungary  facility.                                                                                                                                        |
| 10.36 |   | (20 | )      | Lease of Menomonee  Falls, Wisconsin facility dated as of July 23, 1999.                                                                                             |
| 10.37 |   | (23 | )      | Stock Purchase Agreement  dated as of December 30, 2002 by and among the Company and MXT  Holdings, Inc. and the Company.                                       |
| 10.38 |   | (24 | )      | Contract for Current  Account Credit With Mortgage Lien Pursuant to Article 38 and Subsequent  Articles of Legislative Decree No. 385/1993 (Republic of Italy). |
| 10.39 |   | (25 | )      | Joinder Agreement dated  as of April 23, 2004 by and among the Company, SEI Private Trust Company  and LaSalle Bank, N.A.                                            |
| 13.1  |   | **  |   | 2005 Annual Report.                                                                                                                                                       |
| 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.                                                                                                                  |

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   **       Filed with this Form 10-K.

  (1)       Previouslyfiled with the Registration Statement on Form S-3 filed on August 1,1991, Commission File No. 33-41854, and incorporated herein by thisreference.

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  (2)       Previouslyfiled with Form 10-Q for quarter ended March 31, 2003 andincorporated herein by this reference.

  (3)       Previouslyfiled with Form 10-K for Fiscal Year ended June 30, 1991 andincorporated herein by this reference.

  (4)       Previouslyfiled with Form 10-K for Fiscal Year ended June 30, 1996 andincorporated herein by this reference.

  (5)       Previouslyfiled with Form 10-K for Fiscal Year ended June 30, 1992 andincorporated herein by this reference.

  (6)       Previouslyfiled with Form 10-Q for quarter ended December 31, 1994 andincorporated herein by this reference.

  (7)       Previouslyfiled with the Registration Statement on Form S-8 filed on February 10,1998, Commission File No. 333-45935, and incorporated herein by thisreference.

  (8)       Previouslyfiled with Form 10-Q for quarter ended September 30, 2000 andincorporated herein by this reference.

  (9)       Previouslyfiled with Form 10-Q/A for quarter ended September 30, 1999 andincorporated herein by this reference.

 (10)       Previouslyfiled with Form 8-K filed May 12, 2003 and incorporated hereinby this reference.

 (11)       Previouslyfiled with the Registration Statement on Form S-8 filed on February 10,1998, Commission File No. 333-45939, and incorporated herein by thisreference.

 (12)       Previouslyfiled with Form 10-Q for quarter ended March 31, 1997 andincorporated herein by this reference.

 (13)       Previouslyfiled with Form 10-Q for quarter ended March 31, 1994 andincorporated herein by this reference.

 (14)       Previouslyfiled with Form 10-Q for quarter ended March 31, 1995 andincorporated herein by this reference.

 (15)       Previouslyfiled with Form 10-K for fiscal year ended July 2, 2000 andincorporated herein by this reference.

 (16)       Previouslyfiled with Form 10-Q for quarter ended December 31, 1998 andincorporated herein by this reference.

 (17)       Previouslyfiled with Form 10-Q for quarter ended December 31, 2000 andincorporated herein by this reference.

 (18)       Previouslyfiled with Amendment No. 1 to Registration Statement filed on February 14,1986 and incorporated herein by this reference.

 (19)       Previouslyfiled with Form 10-Q for Quarter ended December 31, 2002, andincorporated herein by this reference.

 (20)       Previouslyfiled with Form 10-K for Fiscal Year ended June 27, 1999 andincorporated herein by this reference.

 (21)       Previouslyfiled with Form 10-Q for the Quarter ended September 30, 2003.

 (22)       Previouslyfiled with Form 10-Q for quarter ended March 31, 2002 andincorporated herein by this reference.

19

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 (23)       Previouslyfiled with Form 10-K for Fiscal Year ended June 30, 2003 andincorporated herein by this reference.

 (24)       Previouslyfiled with Registration Statement on Form S-3 filed on November 13,2003, Commission File No. 333-110460, and incorporated herein bythis reference.

 (25)       Previouslyfiled with Registration Statement on Form S-3 filed on May 21,2004, Commission File No. 333-115724, and incorporated herein bythis reference.

 (26)       Previouslyfiled with Form 8-K dated October 21, 2003 and incorporatedherein by this reference.

 (27)       Previouslyfiled with Form 8-K dated June 30, 2005.

 (28)       Previouslyfiled with Form 10-Q for quarter ended September 30, 2004 andincorporated herein by this reference

 (29)       Previouslyfiled with Form 10-Q for quarter ended December 31, 2004, andincorporated herein by this reference

 (30)       Previously filed with Form 8-Kfiled July 19, 2005 and incorporated herein by this reference.
| ** ** |
|------------|
| ** ** |

**SCHEDULEII**

**MAGNETEK, INC.VALUATION AND QUALIFYING ACCOUNTS**

**Yearsended June 29, 2003, JUNE 27, 2004 and JULY 3, 2005**

**(amounts inthousands)**

|                                     | ** ** | **Balance at  Beginning  of year** | ** ** | **Additions  charged to  earnings** | ** ** | **Deductions  from  Allowance** | ** ** | **Other(a)** | ** ** | **Balance  at end  of year** | ** ** |
|-------------------------------------|------------|----------------------------------------------|------------|------------------------------------------|------------|---------------------------------|------------|--------------|------------|----------------------------------------|------------|
| *June 29, 2003*                |       |                                         |       |                                     |       |                            |       |         |       |                                   |       |   |   |   |   |   |   |   |   |
| Allowance for doubtful  receivables |       |                                         | $          | 1,999                                    |       |                            |       | $            | 248        |                                   |       |   | $ | (123 | ) |   |   | $ | 199 |   |   | $ | 2,323 |   |
| *June 27,  2004*               |       |                                         |       |                                     |       |                            |       |         |       |                                   |       |   |   |   |   |   |   |   |   |
| Allowance for  doubtful receivables |       |                                         | $          | 2,323                                    |       |                            |       | $            | 2,023      |                                   |       |   | $ | (141 | ) |   |   | $ | 103 |   |   | $ | 4,308 |   |
| *July 3, 2005*                 |       |                                         |       |                                     |       |                            |       |         |       |                                   |       |   |   |   |   |   |   |   |   |
| Allowance for doubtful  receivables |       |                                         | $          | 4,308                                    |       |                            |       | $            | 915        |                                   |       |   | $ | (978 | ) |   |   | $ | (41 | ) |   | $ | 4,204 |   |

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(a)           Represents primarilyallowances for doubtful accounts balances of acquired or divested businessesand foreign translation adjustments for the Company’s foreign subsidiaries.

20

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**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 Chatsworth,State of California, on the 30th day of September, 2005.
|        | MAGNETEK,  INC.                |
|--------|--------------------------------|
|   | (Registrant)                   |
|   | /s/  THOMAS G. BOREN |
|   | Thomas G. Boren                |
|   | *Chief  Executive Officer*     |

 

Pursuantto the requirements of the Securities Exchange Act of 1934, this report hasbeen signed below by the following persons on behalf of the Registrant and inthe capacities and on the dates indicated:
|                         | **Signature** | ** **                                             | ** ** | ** **              | **Title** | ** ** | ** ** | ** ** | **Date** | ** ** |
|-------------------------|---------------|--------------------------------------------------------|------------|-------------------------|-----------|------------|------------|------------|----------|------------|
| /s/  ANDREW G. GALEF    |          | Chairman of the Board of  Directors                    |       | September 30, 2005 |
| Andrew G. Galef         |          |                                                   |       |                    |
| /s/  THOMAS G. BOREN    |          | Director and Chief  Executive Officer                  |       | September 30, 2005 |
| Thomas G. Boren         |          |                                                   |       |                    |
| /s/  DEWAIN K. CROSS    |          | Director                                               |       | September 30, 2005 |
| Dewain K. Cross         |          |                                                   |       |                    |
| /s/  YON Y. JORDEN      |          | Director                                               |       | September 30, 2005 |
| Yon Y. Jorden           |          |                                                   |       |                    |
| /s/  PAUL J. KOFMEHL    |          | Director                                               |       | September 30, 2005 |
| Paul J. Kofmehl         |          |                                                   |       |                    |
| /s/  MITCHELL I. QUAIN  |          | Director                                               |       | September 30, 2005 |
| Mitchell I. Quain       |          |                                                   |       |                    |
| /s/  ROBERT E. WYCOFF   |          | Director                                               |       | September 30, 2005 |
| Robert E. Wycoff        |          |                                                   |       |                    |
| /s/  DAVID P. REILAND   |          | Executive Vice President  and                          |       | September 30, 2005 |
| David P. Reiland        |          | Chief Financial Officer  (Principal Financial Officer) |       |                    |
| /s/  MARTY J. SCHWENNER |          | Vice President and  Controller                         |       | September 30, 2005 |
| Marty J.  Schwenner     |          | (Principal  Accounting Officer)                        |       |                    |

 

21

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**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM**

We have audited the consolidated financial statementsof Magnetek, Inc. as of July 3, 2005 and June 27, 2004 and foreach of the three years in the period ended July 3, 2005, and have issuedour report thereon dated September 30, 2005 (included elsewhere in thisAnnual Report on Form 10-K). Our audits also included the financialstatement schedule listed in Item 15(a) of this Annual Report on Form 10-K.This schedule is the responsibility of the Company’s management. Ourresponsibility is to express an opinion based on our audits.

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 |
|-----------------------------|--------------------------------|
| Woodland Hills,  California |                           |
| September 30,  2005         |                           |

 

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