---




SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





---




FORM 10-K/A


AMENDMENT NO. 1





xANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended June 30, 2002





OR





 ̈ TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from
 to





Commission File Number: 000-30083





---




QUALSTAR CORPORATION


(Exact name of Registrant
as specified in its charter)





California

95-3927330(State of Incorporation)

(I.R.S. EmployerIdentification No.)





3990-B Heritage Oak Court, Simi Valley, CA 93063


(Address of principal executive offices, including zip code)





Registrants telephone number, including area code: (805) 583-7744





---




Securities registered pursuant to Section 12(b) of the Act: None





Securities registered pursuant to Section 12(g) of the Act:





Common Stock, without par
value





---




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 a 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





As of October 24, 2002, the aggregate
market value of the common equity held by non-affiliates of the registrant was approximately $27,666,999.





The
total shares of common stock without par value outstanding at October 24, 2002 was 12,656,101.





DOCUMENTS INCORPORATED
BY REFERENCE





None





---



---




PART III





ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT





Information regarding executive officers of the Company is included in Part I of this report under the heading Management. Information regarding the directors of the Company is set forth below.





Name

Age

PositionWilliam J. Gervais

59

Chief Executive Officer, President and DirectorRichard A. Nelson

59

Vice President  Engineering, Secretary and DirectorBruce E. Gladstone

67

DirectorRobert E. Rich

52

DirectorTrude C. Taylor

80

DirectorRobert T. Webber

61

Director





William J. Gervais is a founder of Qualstar, has been our
President and a director since our inception in 1984, and was elected Chief Executive Officer in January 2000. From 1984 until January 2000, Mr. Gervais also served as our Chief Financial Officer. From 1981 until 1984, Mr. Gervais was President of
Northridge Design Associates, Inc., an engineering consulting firm. Mr. Gervais was a co-founder, and served as Engineering Manager from 1976 until 1981, of Micropolis Corporation, a former manufacturer of hard disk drives. Mr. Gervais earned a
B.S. degree in Mechanical Engineering from California State Polytechnic University in 1967.





Richard A.
Nelsonis a founder of Qualstar and has been our Vice President of Engineering, Secretary and a director since our inception in 1984. From 1974 to 1984, Mr. Nelson was self employed as an engineering consultant specializing in microprocessor
technology. Mr. Nelson earned a B.S. in Electronic Engineering from California State Polytechnic University in 1966.





Bruce E. Gladstone has been a director of Qualstar since 1994. Since April 2000, Mr. Gladstone has served as Executive Vice President of 2KSounds, Inc., a company engaged in the production and distribution of music. In 1997,
Mr. Gladstone was a co-founder of ComCore Semiconductor, a fabless semiconductor company, and served as its Vice President and as a director from 1997 until its sale in 1998. From 1996 until 1997, Mr. Gladstone was a consultant in the area of
high technology startup companies. In 1990, Mr. Gladstone co-founded Chronology Corporation, a company that provides tools for electronic engineers, and served as an executive officer and director from 1990 until 1995. During the period 1974 through
1990, Mr. Gladstone founded and served as chief executive officer and president of three companies providing electronic engineering and software development tools. Mr. Gladstone began his career in electrical engineering and received B.S. and M.S.
degrees in Engineering from the University of California, Los Angeles in 1957 and 1962.





Robert E. Richhas served as a director of Qualstar since January 2000. Mr. Rich has been engaged in the private practice of law since 1975 and has been a shareholder of Stradling Yocca Carlson & Rauth, legal counsel to Qualstar, since 1984. Mr. Rich
received a B.A. degree in Economics from the University of California, Los Angeles in 1972 and his J.D. degree from the University of California, Los Angeles in 1975.





Trude C. Taylorserved as a director of Qualstar from October 1989 until December 1995, and rejoined our board in January 2000. Since 1984, Mr. Taylor has been a
principal of TC Associates, a private investment firm. Mr. Taylor served as Chairman of the Board, Chief Executive Officer and a director of Zehntel Corporation, an automatic electronic test equipment manufacturer, from 1984 until 1988. Mr. Taylor
was a founder and served as Chief Executive Officer, President and a director of EM&M Corporation, a computer components and memory products company, from 1961 until 1984, and served as its Chairman of the Board from 1984 until 1986.
Mr. Taylor served on the board of directors of Xylan Corporation until it was acquired by Alcatel S.A. in 1999, and currently serves on the board of directors of Plantronics, Inc. Mr. Taylor also serves as a trustee of Harvey Mudd College, and
as an arbitrator for the New York Stock Exchange and the National Association of Securities Dealers, Inc. Mr. Taylor received a B.S. degree in Mechanical Engineering from the University of California, Los Angeles in 1949, and an M.B.A. degree from
Harvard University in 1951.




2




---




Robert T. Webberhas served as a director of Qualstar since January 2000.
Prior to his retirement in 1999, Mr. Webber was employed for 32 years by Lockheed-Martin Skunk Works and its predecessors, where he served in various positions, most recently as Chief Engineer and Division Manager for the Systems Requirements &
Analysis Division. Mr. Webber currently serves on the executive board of the National Defense Industrial Associations Combat Survivability Division, a professional trade association. Mr. Webber received a B.S. degree in Engineering from the
University of California, Los Angeles in 1963 and an M.B.A. degree from Pepperdine University in 1971.





Directors are elected annually and hold office until the next annual meeting of shareholders and until their successors have been elected and qualified.





Compliance with Section 16(a) of the Securities Exchange Act of 1934





Section 16(a) of the Securities Exchange Act of 1934, as amended, requires Qualstars executive officers and directors, and persons who beneficially own more than ten percent of Qualstars common stock, to file initial
reports of ownership and reports of changes in ownership with the SEC and the National Association of Securities Dealers, Inc. Executive officers, directors and persons who beneficially own more than ten percent of Qualstars common stock are
required by SEC regulations to furnish Qualstar with copies of all Section 16(a) forms they file.





Based solely
upon our review of the copies of reporting forms furnished to Qualstar, and written representations that no other reports were required, we believe that all filing requirements under Section 16(a) of the Securities Exchange Act of 1934 applicable to
directors, officers and any persons holding more than ten percent of Qualstars common stock with respect to the fiscal year ended June 30, 2002, were satisfied on a timely basis.




3




---




ITEM 11.    EXECUTIVE COMPENSATION





The following table summarizes all compensation earned by our Chief Executive Officer and the four other most highly compensated executive
officers whose total salary and bonus exceeded $100,000 for services rendered in all capacities to us during the fiscal year ended June 30, 2002. These individuals are referred to as our named executive officers in other parts of this report. The
amounts shown below under All Other Compensation represent matching contributions under our 401(k) plan.





Summary Compensation Table





Name and Principal Position

Annual Compensation

Long Term Compensation
Awards

All Other Compensation ($)Year

Salary ($)

Bonus ($)

Securities Underlying
Options (#)William J. Gervais

2002

$
160,300







Chief Executive Officer

2001


148,000







and President

2000


145,600

$
40,000




Richard A. Nelson

2002


139,100






$
2,000Vice President of Engineering

2001


133,200







2,0002000


131,000


20,000




1,400Daniel O. Thorlakson(1)

2002


134,600







1,300Vice President of Operations

2001


169,000







2,0002000


166,400


25,000




1,400Robert K. Covey

2002


158,300




20,000


1,600Vice President of Marketing

2001


152,000







1,7002000


149,800


15,000




1,500Matthew Natalizio(2)

2002


166,400







2,300Vice President and Chief

2001


154,600







1,000Financial Officer

2000


69,200


15,000

97,200


600


---

|(1) |  | Mr. Thorlakson resigned as an employee on March 29, 2002.
|--- |  | ---------------------------------------------------------




|(2) |  | Mr. Natalizio became an employee of Qualstar on January 10, 2000 and resigned as an employee on October 18, 2002.
|--- |  | -----------------------------------------------------------------------------------------------------------------



4




---




Option Grants in Last Fiscal Year





The following table sets forth certain information concerning grants of options to each of the named executive officers during the year ended June 30, 2002. In addition, in
accordance with the rules and regulations of the Securities and Exchange Commission, the following table sets forth the hypothetical gains or option spreads that would exist for the options. Such gains are based on assumed rates of
annual compound stock appreciation of 5% and 10% from the date on which the options were granted over the full term of the options. The rates do not represent Qualstars estimate or projection of future common stock prices, and no assurance can
be given that any appreciation will occur or that the rates of annual compound stock appreciation assumed for the purposes of the following table will be achieved.





Name

Options Granted (# of Shares)(1)

Percent of Total Options Granted to Employees
in Fiscal Year


Exercise Price ($/Share)

Expiration Date

Potential Realizable Value At Assumed Annual Rates of Stock Price Appreciation for Option
Term(2)5%($)

10%($)William J. Gervais















Richard A. Nelson















Daniel O. Thorlakson















Robert K. Covey

20,000

8.1
%

$
5.94

01/03/12

$
74,713

$
189,332Matthew Natalizio


















---

|(1) |  | Options have a term of 10 years and become exercisable in four equal annual installments commencing one year after the grant date. The per share exercise price
of all options granted is the fair market value of Qualstars common stock on the date of grant
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|(2) |  | The potential realizable value is calculated from the exercise price per share, assuming the market price of Qualstars common stock appreciates in value
at the stated percentage rate from the date of grant to the expiration date. Actual gains, if any, are dependent on the future market price of the common stock.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Options Exercised and Fiscal Year-End Values





The following
table sets forth information regarding options exercised by our named executive officers during the fiscal year ended June 30, 2002, the number of shares covered by both exercisable and unexecisable options as of June 30, 2002, and the value of
unexercised in-the-money options held by our named executive officers as of June 30, 2002.





Aggregated Option Exercises
in Last Fiscal Year


and Fiscal Year-End Option Values





Name

Number of Shares Acquired on Exercise

Value Realized

Number of Securities
Underlying Unexercised Options at June 30,
2002

Value of Unexercised In-the-Money Options at June 30, 2002(1)Exercisable

Unexercisable

Exercisable

UnexercisableWilliam J. Gervais













Richard A. Nelson













Daniel O. Thorlakson













Robert K. Covey













Matthew Natalizio





48,600

48,600

$
163,782

$
163,782


---

|(1) |  | Represents the closing sale price of our common stock on June 28, 2002 ($6.15), less the exercise price per share, multiplied by the number of shares subject to
the options held by the named executive officer.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



5




---




Compensation of Directors





Each of our non-employee directors receives $2,000 per quarter as compensation for his service on the Board, and is reimbursed for expenses incurred in connection with
attendance at Board meetings. Non-employee directors who serve on a committee of the Board also receive $500 for each committee meeting attended that are held on a day when the full Board is not also meeting, excluding telephonic meetings. We have
in the past granted non-employee directors options to purchase shares of our common stock pursuant to our 1985 Stock Option Plan. Directors are eligible to receive options and rights to purchase restricted stock under our 1998 Stock Incentive Plan.
In January 2000, we granted to each of our four non-employee directors the right to purchase 54,000 shares of restricted stock at a price of $2.78 per share, which each director purchased with a full-recourse promissory note. We have the right to
repurchase a directors restricted shares at the original purchase price upon termination of his service for any reason. Our repurchase right lapses and the directors shares vest at the rate of 25% per year of service following the date
of grant.





Compensation Committee Interlocks and Insider Participation in Compensation Decisions





During the fiscal year ended June 30, 2002, the members of the Compensation Committee of our Board of Directors were Bruce E. Gladstone,
Trude C. Taylor and Robert T. Webber. No executive officer serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors.




6




---




ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS





The following table sets forth information with respect to the
beneficial ownership of our common stock as of September 30, 2002 for:





| | · |  | each person (or group of affiliated persons) who we know beneficially owns more than 5% of our common stock;
| | - |  | ------------------------------------------------------------------------------------------------------------




| | · |  | each of our directors;
| | - |  | ----------------------




| | · |  | each of the named executive officers; and
| | - |  | -----------------------------------------




| | · |  | all of our directors and executive officers as a group.
| | - |  | -------------------------------------------------------




Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting and investment power with respect to shares.
Except as indicated by footnote, the persons named in the table have sole voting and sole investment control with respect to all shares beneficially owned, subject to community property laws where applicable. Shares of common stock subject to
options currently exercisable or exercisable within 60 days of September 30, 2002, are deemed outstanding for computing the percentage of the person holding such options, but are not deemed outstanding for computing the percentage of any other
person. The address for those individuals for which an address is not otherwise indicated is: c/o Qualstar Corporation, 3990-B Heritage Oak Court, Simi Valley, CA 93063.





Name of Beneficial Owner

Shares Beneficially Owned

Percent of Shares OutstandingWilliam J. Gervais

2,897,350

22.9
%Richard A. Nelson

2,047,750

16.2
%Robert K. Covey

152,400

1.2
%Matthew Natalizio(1)

63,600

0.5
%Bruce E. Gladstone(2)

54,000

0.4
%Robert E. Rich(2)

131,400

1.0
%Trude C. Taylor(2)

201,920

1.6
%Robert T. Webber(2)

88,000

0.7
%All directors and officers as a group (11 persons)(3)

5,636,420

44.5
%


---

|(1) |  | Includes 48,600 shares subject to stock options that are currently exercisable or exercisable within 60 days of September 30, 2002.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------




|(2) |  | Includes 27,000 shares that we have the right to repurchase if the shareholders service on our board of directors terminates. Our repurchase right lapses
as to 13,500 shares for each year of service on the board and will fully lapse as of January 14, 2004.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|(3) |  | Includes 48,600 shares subject to stock options that are currently exercisable or exercisable within 60 days of September 30, 2002, and an aggregate of 108,000
shares subject to a right of repurchase in favor of Qualstar which lapses as to 54,000 shares each year and will fully lapse as of January 14, 2004.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



7




---




Additional Equity Compensation Plan Information  The following table provides additional information regarding Qualstars equity compensation plans as of June 30, 2002:Plan category

Number of securities to be
issued upon exercise of outstanding options,
warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining
available for future issuance under equity
compensation plans (excluding securities reflected in column (a))(a)

(b)

(c)Equity compensation plans approved by security holders(1)

441,550

$
5.12

456,200Equity compensation plans not approved by security holders






Totals

441,550

$
5.12

456,200


---

|(1) |  | Includes shares subject to stock options granted under the 1998 Stock Incentive Plan, and shares available for additional option grants under that plan, as of
June 30, 2002.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------




ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





In January 2000 each of our four non-employee directors purchased 54,000 shares of restricted stock pursuant to our 1998 Stock
Incentive Plan at a price of $2.78 per share, which was the fair market value of our stock on the date of grant as determined by our board of directors. Each director paid for his shares with a full-recourse promissory note in the amount of
$150,000, secured by a pledge of the purchased shares. Payments of principal on the notes are due in four equal annual installments commencing on the second anniversary of the date of the note. Interest on the notes accrues at the rate of 6.21%, and
is payable annually. As of September 30, 2002, the remaining principal balances owed under these promissory notes were $112,500 by Mr. Gladstone, $75,000 by Mr. Rich, $75,000 by Mr. Taylor, and $75,000 by Mr. Webber.




8




---

SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized.





Dated:    October 25, 2002



QUALSTAR CORPORATIONBy:

/s/    WILLIAM J.
GERVAISWilliam J. Gervais Chief
Executive Officer and President





Pursuant to the requirements of the Securities Exchange Act of
1934, this amendment on Form 10K/A has been signed below by the following persons in the capacities and on the dates indicated.





Name

Title

Date/s/    WILLIAM J.
GERVAIS William J. Gervais

Chief Executive Officer, President and Director (principal executive officer)

October 25, 2002/s/    RICHARD A.
NELSON Richard A. Nelson

Vice President of Engineering, Secretary and Director

October 25, 2002/s/    FREDERIC T.
BOYER Frederic T. Boyer


Vice President and Chief Financial Officer (principal financial and accounting officer)

October 25, 2002/s/    BRUCE E.
GLADSTONE Bruce E. Gladstone

Director

October 25, 2002/s/    TRUDE C.
TAYLOR Trude C. Taylor

Director

October 25, 2002/s/    ROBERT E.
RICH Robert E. Rich

Director

October 25, 2002/s/    ROBERT T.
WEBBER Robert T. Webber


Director

October 25, 2002







9




---

Certification of Principal Executive Officer





I, William J. Gervais, certify that:





| | 1. |  | I have reviewed this amendment #1 to the annual report on Form 10-K of Qualstar Corporation;
| | -- |  | --------------------------------------------------------------------------------------------




| | 2. |  | Based on my knowledge, this amendment does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this amendment; and
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | 3. |  | Based on my knowledge, the financial statements, and other financial information included in this amendment, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this amendment.
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Date:    October 25, 2002





By:

/s/    WILLIAM J.
GERVAISWilliam J. Gervais Principal
Executive Officer




10




---

Certification of Principal Financial Officer





I, Frederic Boyer, certify that:





| | 1. |  | I have reviewed this amendment #1 to the annual report on Form 10-K of Qualstar Corporation;
| | -- |  | --------------------------------------------------------------------------------------------




| | 2. |  | Based on my knowledge, this amendment does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this amendment; and
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | 3. |  | Based on my knowledge, the financial statements, and other financial information included in this amendment, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this amendment.
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Date:    October 25, 2002





By:

/s/    FREDERIC T.
BOYERFrederic T. Boyer Principal
Financial Officer







11