##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K/A
 AMENDMENT NO. 1
 
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the fiscal year ended June 30, 2005
 OR
 o
    
    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
  California
    
    
    
    95-3927330(State of Incorporation)
    
    
    
    (I.R.S. Employer Identification No.)
 3990-B Heritage Oak Court, Simi Valley, CA 93063
     þ o
 þ
 o þ
 o þ




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TABLE OF CONTENTS  PART IIIITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESSIGNATURESEXHIBIT INDEXExhibit 31.1Exhibit 31.2    Table of Contents  
 PART III
 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
  Name
    
    Age
    
    PositionWilliam J. Gervais
    
    
    62
    
    
    Chief Executive Officer, President and DirectorRichard A. Nelson
    
    
    62
    
    
    Vice President  Engineering, Secretary and DirectorCarl W. Gromada
    
    
    64
    
    
    DirectorRobert E. Rich
    
    
    55
    
    
    DirectorRobert T. Webber
    
    
    64
    
    
    Director
 William J. Gervais
 Richard A. Nelson
 Carl W. Gromada
 Robert E. Rich
 Robert T. Webber
  2




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Audit Committee
  Code of Ethics
 www.qualstar.com
 Compliance with Section 16(a) of the Securities Exchange Act of 1934
   3




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ITEM 11. EXECUTIVE COMPENSATION
 Summary Compensation Table
  Long Term Compensation AwardsAnnual CompensationName and Principal Position
    
    Year
    
    Salary ($)
    
    Bonus ($)
    
    Securities Underlying Options (#)
    
    All Other Compensation ($)William J. Gervais
    
    
    2005
    
    
    $
    185,000
    
    
    
    
    
    
    
    3⁄4
    
    
    
    3⁄4Chief Executive Officer
    
    
    2004
    
    
    
    185,000
    
    
    
    
    
    
    
    3⁄4
    
    
    
    3⁄4and President
    
    
    2003
    
    
    
    180,600
    
    
    
    
    
    
    
    3⁄4
    
    
    
    Richard A. Nelson
    
    
    2005
    
    
    
    146,000
    
    
    
    
    
    
    
    3⁄4
    
    
    
    2,190Vice President of Engineering
    
    
    2004
    
    
    
    146,000
    
    
    
    
    
    
    
    3⁄4
    
    
    
    2,190and Secretary
    
    
    2003
    
    
    
    142,500
    
    
    
    
    
    
    
    
    
    
    
    2,137Robert K. Covey
    
    
    2005
    
    
    
    173,000
    
    
    
    
    
    
    
    
    
    
    
    1,734Vice President of Marketing
    
    
    2004
    
    
    
    167,000
    
    
    
    
    
    
    
    
    
    
    
    1,7002003
    
    
    
    162,600
    
    
    
    
    
    
    
    
    
    
    
    1,600David L. Griffith
    
    
    2005
    
    
    
    165,000
    
    
    
    
    
    
    
    
    
    
    
    1,809Vice President of Operations
    
    
    2004
    
    
    
    165,000
    
    
    
    
    
    
    
    
    
    
    
    2003
    
    
    
    160,600
    
    
    
    
    
    
    
    
    
    
    
    Frederic T. Boyer (1)
    
    
    2005
    
    
    
    175,000
    
    
    
    
    
    
    
    
    
    
    
    2,625Vice President and Chief
    
    
    2004
    
    
    
    175,000
    
    
    
    
    
    
    
    
    
    
    
    2,600Financial Officer
    
    
    2003
    
    
    
    111,700
    
    
    
    10,000
    
    
    
    100,000
    
    
    
    
 
 (1)
    
    Frederic T. Boyer became our Vice President and Chief Financial Officer in October
2002. Option Grants in Last Fiscal Year
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Potential Realizable ValuePercent of
    
    
    
    
    
    
    
    
    
    At Assumed Annual RatesTotal Options
    
    
    
    
    
    
    
    
    
    of Stock Price AppreciationOptions
    
    Granted to
    
    Exercise
    
    
    
    
    
    forGranted
    
    Employees in
    
    Price
    
    Expiration
    
    Option Term(2)Name
    
    (# of Shares)(1)
    
    Fiscal Year
    
    ($/Share)
    
    Date
    
    5%($)
    
    10%($)William J. Gervais
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Richard A. Nelson
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Robert K. Covey
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    David L. Griffith
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Frederic T. Boyer
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    The per share exercise price of all options granted is the fair market value of Qualstars
common stock on the date of grant. Options have a term of 10 years and become exercisable in
four equal annual installments commencing one year after the grant date.(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
  Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
 Number of
    
    
    
    
    
    Number of Securities
    
    Value of UnexercisedShares
    
    
    
    
    
    Underlying Unexercised
    
    In-the-Money Options atAcquired
    
    Value
    
    Options at June 30, 2005
    
    June 30, 2005(1)Name
    
    on Exercise
    
    Realized
    
    Exercisable
    
    Unexercisable
    
    Exercisable
    
    UnexercisableWilliam J. Gervais
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Richard A. Nelson
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Robert K. Covey
    
    
    
    
    
    
    
    
    
    
    15,000
    
    
    
    5,000
    
    
    
    
    
    
    
    David L. Griffith
    
    
    
    
    
    
    
    
    
    
    60,000
    
    
    
    20,000
    
    
    
    
    
    
    
    Frederic T. Boyer
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    50,000
    
    
    
    
    
    
    
    
 
 (1)
    
    Represents the closing sale price of our common stock on June 30, 2005 ($4.00), less the
exercise price per share, multiplied by the number of shares subject to the options held by
the named executive officer. Compensation of Directors
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Compensation Committee Interlocks and Insider Participation in Compensation Decisions
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
  
    
    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.
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Shares Beneficially
    
    Percent of SharesName of Beneficial Owner
    
    Owned
    
    OutstandingWells
Capital Management Inc. (1)

525 Market Street, 10th Floor

San Francisco, CA 94104
    
    
    1,657,850
    
    
    
    13.5
    %Wellington
Management (2)

75 State Street

Boston, MA 02109
    
    
    857,604
    
    
    
    7.0
    %Fidelity Management & Research Co. (3)

82 Devonshire Street

Boston, MA 02109
    
    
    1,260,803
    
    
    
    10.3
    %William J. Gervais
    
    
    2,881,350
    
    
    
    23.5
    %Richard A. Nelson
    
    
    1,992,250
    
    
    
    16.3
    %Carl W. Gromada
    
    
    47,271
    
    
    
    0.4
    %Robert E. Rich
    
    
    131,400
    
    
    
    1.1
    %Robert T. Webber
    
    
    88,000
    
    
    
    0.7
    %Frederic T. Boyer(4)
    
    
    75,000
    
    
    
    0.6
    %Robert K. Covey(5)
    
    
    144,280
    
    
    
    1.2
    %David L. Griffith(6)
    
    
    80,000
    
    
    
    0.6
    %All
directors and officers as a group (9 persons) (7)
    
    
    5,439,551
    
    
    
    43.8
    %
 
 (1)
    
    Based on information contained in a Schedule 13G filed with the Securities and Exchange
Commission on January 21, 2005, Wells Fargo & Company, as the parent holding company of Wells
Capital Management Incorporated, an investment adviser, beneficially owns 1,657,850 shares.
It has sole voting power as to 1,600,100 shares and sole dispositive power as to 1,657,850
shares.(2)
    
    Based on information contained in a Schedule 13G filed with the Securities and Exchange
Commission on February 14, 2005, Wellington Management Company, LLP, in its capacity as an
investment adviser, beneficially owns 857,604 shares. It has shared voting power as to
444,304 shares and shared dispositive power as to 857,604 shares.(3)
    
    Based on information contained in a Schedule 13G filed with the Securities and Exchange
Commission on March 10, 2005, FMR Corporation, as the parent holding company of Fidelity
Management & Research Company, an investment adviser, beneficially owns 1,260,803 shares and
has sole dispositive power over these shares but no voting power.(4)
    
    Includes 75,000 shares subject to stock options that are currently exercisable or
exercisable within 60 days of October 14, 2005.(5)
    
    Includes 15,000 shares subject to stock options that are currently exercisable or exercisable
within 60 days of October 14, 2005.(6)
    
    Includes 80,000 shares subject to stock options that are currently exercisable or exercisable
within 60 days of October 14, 2005.(7)
    
    Includes 170,000 shares subject to stock options that are
currently exercisable within 60 days of October 14, 2005. 7




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Additional Equity Compensation Plan Information
  Number of securitiesremaining available forfuture issuance underNumber of securities to
    
    Weighted-average
    
    equity compensationbe issued upon exercise
    
    exercise price of
    
    plansof outstanding options,
    
    outstanding options,
    
    (excluding securitiesPlan category
    
    warrants and rights
    
    warrants and rights
    
    reflected in column (a))(a)
    
    (b)
    
    (c)Equity compensation
plans approved by
security holders(1)
    
    
    455,000
    
    
    $
    4.80
    
    
    
    347,175Equity compensation
plans not approved by
security holders
    
    
    
    
    
    
    
    
    
    
    Totals
    
    
    455,000
    
    
    $
    4.80
    
    
    
    347,175
 
 (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, 2005. 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Fiscal
    
    
    Fiscal2005
    
    
    2004Audit Fees
    
    $
    146,140
    
    
    $
    140,000Audit-related fees
    
    
    6,400
    
    
    
    54,000Tax fees
    
    
    130,250
    
    
    
    162,000All other fees
    
    
    
    
    
    
    Total fees
    
    $
    282,790
    
    
    $
    356,000
    Audit Committee Pre-Approval Policies and Procedures
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SIGNATURES
  Dated: October 28, 2005
    QUALSTAR CORPORATIONBy:
    /s/ WILLIAM J. GERVAISWilliam J. GervaisChief Executive Officer and President  SIGNATURE
    
    TITLE
    
    DATE/s/
WILLIAM J. GERVAIS
William J. Gervais
    
    Chief Executive Officer, President and Director
(principal executive officer)
    
    October 28, 2005/s/
RICHARD A. NELSON
Richard A. Nelson
    
    Vice
President of Engineering, Secretary and Director
    
    October 28, 2005/s/
FREDERIC T. BOYER
Frederic T. Boyer
    
    Vice President and Chief Financial Officer
(principal financial and accounting officer)
    
    October 28, 2005/s/
CARL W. GROMADA
Carl W. Gromada
    
    Director
    
    October 28, 2005/s/
ROBERT E. RICH
Robert E. Rich
    
    Director
    
    October 28, 2005/s/
ROBERT T. WEBBER
Robert T. Webber
    
    Director
    
    October 28, 2005
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EXHIBIT INDEX
 Exhibit No.
    
    Description31.1
    
    Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.31.2
    
    Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
 11