----

----

| (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 27, 2010 |                                                                                               |
| 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 |
|                                                                              |   |                                                     |
|  Securities      registered pursuant to Section 12(g) of the Act:  |   |  None                                               |

| 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 requirements for 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 was required 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]                |                                                             |

----

ANNUAL REPORT ON FORM 10-K

|          |                                                                    | 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.       | REMOVED      AND RESERVED                                               | 9      |
|          |                                                                    |   |
| PART      II  |                                                                    |   |
| ITEM 5.       | MARKET      FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDERMATTERS  |   |
|          | 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                                                              | 17     |

----

Index

ITEM 1.  BUSINESS

----

Index

----

Index

----

Index

| Name                    | Age |  Position                                                |
|-------------------------|-----|---------------------------------------------------------------|
| Peter      M. McCormick | 50  | President      and Chief Executive Officer                    |
| Marty      J. Schwenner | 49  | Vice      President and Chief Financial Officer               |
| Ryan      D. Gile       | 41  | Vice      President, Controller                               |
| Scott      S. Cramer    | 58  | Vice      President, General Counsel 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 corporateheadquarters |
| 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 2010 |   | High   |   |   | Low    |   |
|-----------------------|--------|--------|--------|--------|--------|--------|
| First      Quarter    |   | $      | 1.75   |   |   | $      | 1.32 |   |
| Second      Quarter   |   |   | 2.01   |   |   |   | 1.20 |   |
| Third      Quarter    |   |   | 1.75   |   |   |   | 1.34 |   |
| Fourth      Quarter   |   |   | 2.15   |   |   |   | 0.99 |   |
|                  |   |   |   |   |   |   |   |   |
| Fiscal      Year 2009 |   |   |   |   |   |   |   |   |
| First      Quarter    |   | $      | 4.80   |   |   | $      | 3.71 |   |
| Second      Quarter   |   |   | 4.50   |   |   |   | 1.65 |   |
| Third      Quarter    |   |   | 2.87   |   |   |   | 1.18 |   |
| Fourth      Quarter   |   |   | 2.01   |   |   |   | 1.30 |   |

----

Index

|                              | Jun-05 | Jun-06 | Jun-07 | Jun-08 | Jun-09 | Jun-10 |
|-----------------------------------|--------|--------|--------|--------|--------|--------|
| Magnetek,      Inc.               | 100.00 | 105.06 | 200.39 | 164.59 | 54.09  | 35.80  |
| Russell      2000                 | 100.00 | 114.58 | 133.41 | 111.80 | 83.84  | 101.85 |
| NASDAQ      Electronic Components | 100.00 | 94.09  | 110.15 | 100.35 | 72.87  | 88.63  |

|   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 |   |
|--------------------|--------|-------------------------------------------|--------|--------|-----------------------------------|--------|--------|-------------------------------------------------------------------------------------------|--------|--------|-----------------------------------------------------------------------------------------|--------|
| June      2010     |   |                                      | 12,854 |   |                              | $      | 1.82   |                                                                                      |   |   | -                                                                                       |   |   |   | - |   |

| (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. |
|-----|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

Index

ITEM6

ITEM 7.

ITEM 7A

ITEM 8

ITEM 9. 

ITEM 9A

----

Index

----

Index

----

Index

ITEM 9B

ITEM 10

ITEM 11

ITEM 12

ITEM 13

ITEM 14.

----

Index

ITEM 15

|   |        Consolidated      Financial Statements                                                                                                           | Annual      Report toStockholders      Page |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------|
|   | Consolidated      Statements of Operations for Years     Ended      June 27, 2010, June 28, 2009, and June 29, 2008                 | 14                                          |
|   | Consolidated      Balance Sheets at June 27, 2010 and June 28, 2009                                                                                     | 15                                          |
|   | Consolidated      Statements of Stockholders’ Deficit for     Years      Ended June 27, 2010, June 28, 2009 and June 29, 2008 | 16                                          |
|   | Consolidated      Statements of Cash Flows for     Years      Ended June 27, 2010, June 28, 2009 and June 29, 2008                  | 17                                          |
|   | Notes      to Consolidated Financial Statements                                                                                                         | 18                                          |
|   | Report      of Independent Registered Public Accounting Firm                                                                                                 | 38                                          |

| 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*     |   | (9)  | Change      of Control Agreement, dated as of October 20, 1998, by and between David      P. Reiland and the Company.                                                                                                                                     |
| 10.13*     |   | (11) | Change      of Control Agreement, dated as of December 11, 2002, by and between Peter      McCormick and the Company.                                                                                                                                     |
| 10.14*     |   | (13) | Change      of Control Agreement, dated as of July 29, 2003, by and between Marty      Schwenner and the Company.                                                                                                                                         |
| 10.15*     |   | (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.                                                                     |
| 10.16*     |   | (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.                                                                     |
| 10.17      |   | (10) | Tax      Agreement, dated as of February 12, 1986, by and between the Company and      Farley Northwest Industries, Inc.                                                                                                                                  |
| 10.18      |   | (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).                                                  |
| 10.19      |   | (15) | Joinder      Agreement, dated as of April 23, 2004, by and among the Company, SEI      Private Trust Company and LaSalle Bank, N.A.                                                                                                                       |
| 10.20      |   | (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.                                                                                           |
| 10.21*     |   | (19) | Incentive      Bonus Agreement, dated as of January 5, 2007, by and between the Company      and David P. Reiland.                                                                                                                                        |
| 10.22      |   | (20) | Settlement      Agreement and Release, dated as of May 1, 2007, by and between the Company      and Samsung Electro-Mechanics Co.                                                                                                                         |
| 10.23      |   | (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. |
| 10.24      |   | (12) | Lease      of Menomonee Falls, Wisconsin facility, dated as of July 23,      1999.                                                                                                                                                                        |
| 10.25      |   | (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.                                                             |
| 10.26      |   | (24) | Revolving      Credit Agreement dated as of November 6, 2007, by and between the Company      and Associated Bank, N.A.                                                                                                                                   |

----

Index

| ExhibitNo. |   | Note | Description      of Exhibit                                                                                                                                      |
|------------|--------|------|------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.27      |   | (25) | Asset      Purchase Agreement dated February 4, 2008 by and among Magnetek, Inc.,      Enrange LLC, W. Christopher Dulin, William Gibson and David      Ashburn. |
| 10.28      |   | (26) | Settlement      Agreement, dated as of June 12, 2008, by and among Magnetek, Inc., Ole K.      Nilssen and Geo Foundation, Ltd.                                  |
| 10.29*     |   | (30) | Transition,      Separation and Complete Release Agreement by and between the Company and      David P. Reiland dated as of February 5, 2009.                    |
| 10.30*     |   | (28) | Form      of Retention Agreement for named executive officers Ryan D. Gile and Scott      S. Cramer.                                                             |
| 10.31      |   | (29) | First      Amendment to Credit Agreement dated as of December 15, 2008 by and between      the Company and Associated Bank, N.A.                                 |
| 10.32*     |   | (30) | Advisory      Services Agreement by and between the Company and David A. Bloss, Sr.      dated as of December 15, 2008.                                          |
| 10.33*     |   | (31) | Amendment      to Advisory Services Agreement by and between the Company and David A.      Bloss, Sr., dated as of August 28, 2009.                              |
| 10.34      |   | (32) | Transition,      Separation and Complete Release Agreement by and between the Company and      Jolene A. Shellman, dated as of March 2, 2010.                    |
| 10.35*     |   | (33) | Second      Amended and Restated 2004 Stock Incentive Plan of Magnetek, Inc. (the      “2004 Plan”).                                                 |
| 10.36*     |   | (4)  | Management      Incentive Stock Compensation Plan.                                                                                                               |
| 10.37*     |   | (30) | Amended      Form of Restricted Stock Agreement Pursuant to Amended and Restated 2004      Stock Incentive Plan of Magnetek, Inc.                                |
| 10.38*     |   | (34) | Form      of Restricted Stock Award Agreement Pursuant to 2004  Plan.                                                                                            |
| 10.39*     |   | **   | Standard      Terms and Conditions Relating to Non-Qualified Options for the 2004      Plan.                                                                     |
| 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.                                                                                                     |

| *    |   | 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.                                                                                           |   |
| (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.                                                                             |   |
| (31) |   | Previously      filed with Form 10-Q for quarter ended September 27, 2009, and      incorporated herein by this reference.                                                                            |   |
| (32) |   | Previously      filed with Form 8-K filed March 3, 2010, and incorporated herein by this      reference.                                                                                              |   |
| (33) |   | Previously      filed with Company’s Proxy Statement dated September 6, 2009, for the 2009      Annual Meeting of the Shareholders, and incorporated herein by this      reference.             |   |
| (34) |   | Previously      filed with Form 10-Q for quarter ended December 27, 2009, and incorporated      herein by this reference.                                                                             |

----

Index

SIGNATURES

| Signature                               | Title                                           | Date                 |
|-----------------------------------------|-------------------------------------------------|----------------------|
|                                    |                                            |                 |
| /s/  MITCHELL I.      QUAIN   | Chairman      of the Board of Directors         | August      31, 2010 |
| Mitchell      I. Quain             |                                            |                 |
| /s/  DAVID A. BLOSS,      SR. | Director                                        | August      31, 2010 |
| David      A. Bloss, Sr.           |                                            |                 |
| /s/  YON Y.JORDEN             | Director                                        | August      31, 2010 |
| Yon      Y. Jorden                 |                                            |                 |
| /s/  DAVID P.    REILAND      | Director                                        | August      31 2010  |
| David      P. Reiland              |                                            |                 |
| /s/  PETER M.      MCCORMICK  | President      and Chief Executive Officer      | August      31, 2010 |
| Peter      M. McCormick            |                                            |                 |
| /s/  MARTY J.      SCHWENNER  | Vice      President and Chief Financial Officer | August      31, 2010 |
| Marty      J. Schwenner            | (Principal      Financial Officer)              |                 |
| /s/  RYAN D. GILE             | Vice      President and Controller              | August      31, 2010 |
| Ryan      D. Gile                       | (Principal      Accounting Officer)             |                 |

----

Index

|                                 |   | Balance      at |   |   | Additions      charged  |   |   | Deductions |   |   |   |   |   |             |   |
|--------------------------------------|--------|-----------------|--------|--------|-------------------------|--------|--------|------------|--------|--------|--------|--------|--------|------------------|--------|
|                                 |   | beginning       |   |   | (recoveries      added) |   |   | from       |   |   |   |   |   | Balance      at  |   |
|                                 |   | of      year    |   |   | to      earnings        |   |   | allowance  |   |   | Other  |   |   | end      of year |   |
| June      29, 2008                   |   |            |   |   |                    |   |   |       |   |   |   |   |   |             |   |
| Allowance      for doubtful accounts |   | $               | 726    |   |                    | $      | (36    | )          |   | $      | (173   | )      |   | $                | -      |   |   | $ | 517 |   |
| June      28, 2009                   |   |            |   |   |                    |   |   |       |   |   |   |   |   |             |   |   |   |   |   |   |
| Allowance      for doubtful accounts |   | $               | 517    |   |                    | $      | (26    | )          |   | $      | (208   | )      |   | $                | -      |   |   | $ | 283 |   |
| June      27, 2010                   |   |            |   |   |                    |   |   |       |   |   |   |   |   |             |   |   |   |   |   |   |
| Allowance      for doubtful accounts |   | $               | 283    |   |                    | $      | 66     |       |   | $      | (102   | )      |   | $                | 2      |   |   | $ | 249 |   |

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Index

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

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