<PAGE>   1

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K

(Mark One)
/X/    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 for the FISCAL YEAR ENDED DECEMBER 29, 1995

/ /    Transition Report Pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934 for the transition period from _________ to
       __________

                           COMMISSION FILE NO. 1-7744

                           PACIFIC SCIENTIFIC COMPANY
             (Exact name of registrant as specified in its charter)

                                   CALIFORNIA
         (State or other jurisdiction of incorporation or organization)

                                   94-0744970
                      (I.R.S. Employer Identification No.)

  620 NEWPORT CENTER DRIVE, SUITE 700
       NEWPORT BEACH, CALIFORNIA                                  92660
(Address of Principal Executive Offices)                        (Zip Code)

                                 (714) 720-1714
              (Registrant's Telephone Number, Including Area Code)

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
<TABLE>
<CAPTION>
                                                     Name of Each Exchange
               Title of Each Class                    on Which Registered
               -------------------                   ---------------------
     <S>                                            <C>
     COMMON STOCK, PAR VALUE $1.00 PER SHARE        NEW YORK STOCK EXCHANGE
         7-3/4% CONVERTIBLE SUBORDINATED
          DEBENTURES DUE JUNE 15, 2003              NEW YORK STOCK EXCHANGE
</TABLE>

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 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.  / /

The aggregate market value of the voting stock held by non-affiliates of the
registrant, computed on the basis of $22.50 per share, which was the last sale
price on the New York Stock Exchange on March 1, 1996, was $273,117,555.

As of March 1, 1996, there were 12,138,558 shares of registrant's common stock
outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

Annual Report to Stockholders for the fiscal year ended December 29, 1995 (only
specific portions of which are incorporated by reference in Parts I and II);
definitive Proxy Statement to be filed pursuant to Regulation 14A relating to
the 1996 Annual Meeting of Stockholders (incorporated by reference in Part
III).



<PAGE>   2
PART I

ITEM 1 BUSINESS

GENERAL DESCRIPTION OF BUSINESS

Pacific Scientific Company ("Registrant" or the "Company") was incorporated in
California in 1937 as successor to a company in business since 1919.  It has
used the name Pacific Scientific Company since 1923.  Registrant's business is
manufacturing and selling the products of its two segments, Electrical
Equipment and Safety Equipment.

Financial information about industry segments is presented on Page 28 of the
Annual Report and is incorporated herein by reference in accordance with the
provisions of Rule 12b-23.

ELECTRICAL EQUIPMENT

The Electrical Equipment segment produces: 1) electric motors and generators
and related motion control devices such as controllers and drives, 2)
electro-mechanical and electronic controls for use mainly by electric utilities
including the controls for street and highway lighting, 3) electronic
instruments and 4) electronic ballasts for fluorescent lights.  The products
are predominantly proprietary and, once designed, tend to be produced in
quantity and sold based on unique specifications.  After receipt of an order,
deliveries are usually made within a relatively short period of time, ranging
from one day to several weeks.  The production process typically involves the
fabrication of special components and the assembly of components produced by
other suppliers.  Fabrication processes include cutting, stamping, machining,
winding, molding, soldering, welding, annealing and painting.  Products are
sold both to end-users and to original equipment manufacturers.

The various operating divisions and wholly-owned subsidiaries of Registrant,
under the Electrical Equipment segment are organized as follows:

AUTOMATION TECHNOLOGY GROUP                 INSTRUMENTS GROUP
    Motor Products Division                     Hiac/Royco Division
    Motion Technology Division                  High Yield Technology, Inc.
    Eduard Bautz GmbH                           Met One, Inc.
    Powertec Industrial Corporation             Pacific Scientific GmbH
    Automation Intelligence, Inc.               Pacific Scientific Ltd.
    Wermex Corporation                          Pacific Scientific S.A.R.L.
    Bobinas del Sur                             Pacific Scientific Service Corp.

FISHER PIERCE DIVISION                      SOLIUM INC.
    Royce Thompson Ltd.

ELECTRO KINETICS DIVISION


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<PAGE>   3
SAFETY EQUIPMENT

The Safety Equipment segment produces: 1) fire detection and suppression
equipment, 2) personnel safety restraints, 3) mechanical and electro-mechanical
flight control components, 4) pyrotechnics and 5) provides service for products
already delivered to customers.  These products are used mainly in commercial
and military aircraft and vehicles, but are also used in a variety of other
commercial and industrial applications.  In most cases, the Registrant's
products are reconfigured to meet specific customer needs.  The Registrant
generally receives long-term purchase orders but also responds to spot buyers,
particularly for spare parts.  Manufacturing typically involves processes such
as cutting, machining, welding, mixing, blending and sewing, with some assembly
of components produced by other suppliers.  Products in this segment are sold
to end-users and original equipment manufacturers.

The various operating divisions and wholly-owned subsidiaries of Registrant,
under the Safety Equipment segment, are organized as follows:

HTL/KIN-TECH DIVISION
       Pacific Scientific Ltd.

ENERGY DYNAMICS DIVISION


ACQUISITIONS

Effective December 29, 1995, the Registrant acquired Met One, Inc., a
privately-held company, in an exchange of approximately 983,000 shares of the
Registrant's common stock which had an approximate market value of $27.1
million.  Met One produces instruments that detect, count and measure
contaminant particles mainly in air.  The Registrant manufactures and sells a
similar product line mainly for liquid, vacuum and solids.  The merger will
allow the Registrant to offer its customers a more comprehensive product line.
The merger was accounted for as a pooling of interests, and accordingly, all
prior periods have been restated as if Pacific Scientific and Met One had
always been one company.  In order to obtain federal regulatory approval for
the merger, the Registrant agreed to promptly divest its drinking water quality
monitoring assets to another company.  The terms of any divestiture of the
Registrant's drinking water monitoring assets is subject to approval by the
Department of Justice.  The Registrant's sales of monitors for drinking water
quality represent less than one half of one percent of the Registrant's total
sales.  Until the Registrant has divested its drinking water quality monitoring
assets, it will be required to operate Met One as a separate and distinct
business, except for consolidation of financial information.

On the first day of fiscal year 1995, the Registrant purchased all the
outstanding shares of Eduard Bautz GmbH, located in Weiterstadt, Germany.
Bautz is a German manufacturer of high performance motors and controls.  The
acquisition was made to expand the prospects for all of the  Registrant's
electric motors and related products


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<PAGE>   4
throughout Europe.  Europe is a strong market for brushless servo motor systems
such as the ones produced by the Registrant.  The purchase price was
approximately $13,500,000 and resulted in the recognition of excess cost over
net assets of acquired businesses of $7,300,000.


SOLIUM(R) PRODUCTS

At the end of the 1995 fiscal year, the Registrant's investment in Solium
exceeded $12 million for fixed assets, working capital and operating losses.  In
1996 the Registrant anticipates that it will have the production capacity to
produce at the rate of up to eight million Solium lighting products per year,
depending on the mix and types of products manufactured.  To date, the
Registrant has not received orders for its Solium products which would fully
utilize such capacity.  Demand for Solium products will depend on a number of
factors, including, but not limited to customer acceptance of the Solium
technology, the rate at which customers replace existing lighting products with
Solium products and the development and introduction by competitors of
alternative competing technologies.


FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

Financial information regarding industry segments is included on page 28 of the
Annual Report and is incorporated herein by reference in accordance with the
provisions of Rule 12b-23.


EMPLOYEES

Registrant and its subsidiaries employ 2,360 persons as of December 29, 1995.
Of these employees, 2,177 are employed in North America, none of which are
subject to collective bargaining agreements and the Registrant has never
experienced a work stoppage.  Management believes that its employee
relationships are good.


RESEARCH AND DEVELOPMENT

Research and development is conducted by the Registrant at its various United
States divisions for its own account and at some locations for customers on a
contract basis.  For its own account, Registrant spent $15,750,000, $11,793,000
and $9,911,000 in 1995, 1994 and 1993, respectively.  Additional information
regarding Research and Development is included in Management's Discussion and
Analysis beginning on Page 19 of the Annual Report and incorporated herein by
reference in accordance with Rule 12b-23.


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<PAGE>   5
MAJOR CUSTOMERS

For the fiscal year ended December 29, 1995, approximately 10% of Registrant's
sales were attributable to United States defense contracts, of which 3% were
awarded directly by the United States government and 7% through subcontracting
procedures.  Virtually all defense programs are subject to curtailment or
cancellation due to the annual nature of the government appropriations and
allocations process.  A material reduction in United States government
appropriations for defense programs may have an adverse effect on the
Registrant's business, depending on the specific defense programs affected by
any such reduction.  Currently, the Registrant is not aware of the curtailment
or cancellation of any United States defense program, under which Registrant is
performing as either a prime contractor or subcontractor, that would have a
material adverse effect on the Registrant's business.  Government contracts are
subject to termination by the government without cause, but in the event of
such termination, Registrant would ordinarily be entitled to reasonable
compensation for work completed prior to termination.


GOVERNMENT CONTRACTS

The Company's net sales under prime contracts to defense agencies of the U.S.
Government were $7,256,000 in 1995, $8,096,000 1994 and $9,471,000 in 1993.
Further information with regard to government contracts is contained in section
Major Customers above.


INTERNATIONAL SALES

International sales represented approximately 28% ($80,695,000) in 1995, 21%
($52,652,000) in 1994 and 18% ($37,102,000) in 1993 of Registrant's total
sales.  In the opinion of Registrant, there is no significant risk attendant to
its foreign operations.


MARKETING AND SALES

Marketing and sales activity of the Registrant is assigned to its operating
units, groups, divisions and subsidiaries.  Generally, customer-related
operations are organized by product lines or markets.  Markets would be, for
example, the semiconductor industry, health sciences or users of fluid power.
Within product lines or markets, sales activities are generally organized
geographic regions.  Selling is through a combination of the Registrant's own
sales personnel, sales representatives and distributors in the Americas,
Europe, Asia and the Pacific.  Where appropriate, the Registrant uses
telemarketing.  Advertising, direct mail, catalogs and periodic publications
support the marketing and sales effort.  Trade shows are also used to highlight
the Registrant's products.  A continued program of technical training is
supplied for salespersons, representatives and distributors.


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<PAGE>   6
SOURCES OF RAW MATERIAL

Registrant's manufacturing operations consist primarily of fabricating and
assembling parts, components and units into finished products and then testing
the products.  Raw materials, parts, components and assemblies are obtained
from independent suppliers.  Except as described in the following paragraph,
the Registrant generally has not experienced any serious difficulty in
obtaining adequate supplies of required materials and services, and continues
to seek secondary sources of supply in the few cases where it relies upon a
single supplier.

Within the Safety Equipment segment, Halon 1301, the fire suppression agent
used in all aircraft fire suppression systems, contains chlorofluorocarbon, an
ozone depleting chemical.  By international agreement, the production of Halon
1301 was discontinued in 1993.  In anticipation of the discontinuance of Halon
1301 production, the Registrant introduced TriodideTM and developed a system
capable of recovering and recycling Halon 1301.  The Registrant has been able
to maintain a level of supply for this agent that management believes is
adequate to meet near-term demands.  It is expected that long-term demands will
be satisfied by Triodide.  To date, Triodide has not been approved by the
United States Federal Aviation Authority or Department of Defense, which
approval process could take up to two years.  In the meantime, the Registrant
is seeking approval from foreign certifying agencies for use of Triodide-based
fire suppression systems abroad.


EFFECT OF PATENTS, TRADEMARKS, LICENSES, ETC.

Registrant owns numerous United States and foreign patents expiring at various
dates to 2011.  Registrant also owns a number of trademarks.  Although, in the
opinion of the Registrant, these patents and trademarks have been and are
expected to be of value, the loss of any single such item or group of related
items would not have a material effect on the conduct of the existing business.
However, the granting of patents applied for concerning Solium technology could
have a significant positive impact on the future growth rate and financial
performance of the Company.


BACKLOG

The backlog of unfilled purchase orders, believed by the Registrant to be firm,
amounted to $98 million on December 29, 1995, compared with a backlog of $87
million and $93 million at the end of 1994 and 1993, respectively.  Registrant
considers an unfilled purchase order to be firm when a specific delivery date
has been established by the parties.  Of the backlog, approximately 80% is
expected to be shipped in the current fiscal year.  The amount of the
Registrant's backlog at any time does not reflect expected revenues for any
fiscal period.  Additional information concerning backlog is included in
Management's Discussion and Analysis on Page 18 of the Annual Report and is
incorporated herein by reference in accordance with the provisions of Rule
12b-23.


                                       5
<PAGE>   7
ENVIRONMENTAL COMPLIANCE

In the opinion of Registrant, compliance with existing federal, state and local
provisions which have been enacted or adopted regulating the discharge of
materials into the environment, or otherwise relating to the protection of the
environment, has had no material adverse impact upon the Registrant's financial
position, capital expenditures, operating results, competitive position or
liquidity of the Registrant and its subsidiaries.  The Registrant regularly
makes routine capital expenditures for environmental control facilities.  For
the fiscal year ended December 29, 1995, the Registrant has not incurred any
material amount of capital expenditures for environmental control facilities,
and for future periods does not expect such capital expenditures to be material
to current operations.

Additional information concerning environmental compliance is included in
"Management's Discussion and Analysis" on Page 22 and in Note 9 on Page 37 of
the Annual Report and incorporated herein by reference in accordance with Rule
12b-23.


COMPETITION

A number of companies, some of which are significantly larger than Registrant,
manufacture products which compete directly with those Registrant produces.  No
single company competes with Registrant across its entire product line.  The
Registrant's competitive strategy is to achieve cost and quality advantages,
offer excellent customer service, and broaden the markets in which its core
competence can be applied.  Competition by major product line is as follows:


Electrical Equipment

Electric Motors and Generators

The Registrant's five industrial and commercial motor lines are primarily sold
for industrial applications with some motors being used in consumer products.
The market for permanent magnet brush-type DC motors is extremely fragmented
and none of the three main domestic competitors, Baldor Electric Co., Magnetek,
Inc. and Leeson Electric Corporation, has a dominant market share.  The
emerging market for brushless DC servo motors, drives and controls has many
competitors vying for market share in industrial markets, although Registrant
believes it has the highest share of the U.S. market (excluding the machine
tool area, in which it does not compete).  Major competitors in the brushless
DC motor market area include Reliance Electric Co., a part of Rockwell
International Corporation, Kollmorgen Corporation, Indramat, a division of
Rexroth Corporation and Yasakawa Electric America, Inc.  The Registrant knows
of no competitor that offers a product similar to its Powertec line of
high-horsepower variable-speed brushless DC motors and drives.  In stepper
drives and motors, there are many competitors, with the three largest being
Superior Electric Co., a division of Dana Corporation, Oriental Motors USA
Corporation and Compumotor, a division of Parker-Hannifin Corporation.  The
Registrant has a major share of the market for low inertia motors used in
applications requiring very fast starting and stopping.  The generator product
line, for use mainly in aircraft and missiles, has several significant domestic
competitors making air cooled generators with output of up to 50kw.


                                       6
<PAGE>   8
Motion Controls

Motion technology products (control products and drives) are mainly sold in
conjunction with Registrant's brushless servo and stepper motor products and
they, therefore, have similar competitors.  The major competitor in multi-axis
system control is Allen- Bradley Company, Inc., a subsidiary of Rockwell
International Corporation.


Products for Electrical Utilities

The Registrant and at least four major competitors account for virtually all of
the United States market for outdoor lighting controls.  However, Registrant
has a major share of the United States market for controls used in street and
highway lighting.  A major share of the market for capacitor controls is also
held by the Registrant.  Lesser shares are held in the markets for fault
indicators and the Registrant's line of metering devices.  No single competitor
has a product line offering similar to Registrant's.


Particle Monitoring Instruments

In particle monitoring, Registrant has a leading market position for sensing
particulate contamination in liquid, air and vacuum environments.  There are at
least six direct global competitors for particle monitoring.  The major U.S.
competitor is PMS, Inc.  Registrant is the only supplier of the Optical
Production Profiler, a non-destructive quality assurance system that images
defects within silicon wafers.


Solium Ballast

The Registrant has applied for a patent on its Solium dimming technology (a
two-wire system) and, therefore, there are no competitors with this specific
technology.  Using other technology, (generally, a four-wire system) there are
manufacturers of dimming ballast for conventional fluorescent lighting,
including Motorola, Inc. and Advanced Transformer Co., a subsidiary of Philips
Electronics N.V. and Lutron Electronics Co., Inc.  In addition to the dimming
capability, the Solium technology offers other important advantages, on which
the Registrant has applied for patents.  The Registrant has also applied for a
patent on the integral dimming of screw-in compact fluorescent lamps.



Safety Equipment

Fire Detection, Suppression and Restraints

Registrant has a leading position in the aircraft market for its aircraft fire
suppression product line.  There is one significant domestic competitor in the
fire suppression product line, Walter Kidde, Inc., with three other competitors
sharing a smaller portion of the market.  There are at least five other
competitors for fire detection equipment sold to the aerospace and military
vehicle markets with the leader being Santa Barbara Research, a division of
Hughes Aircraft Co.  Registrant's ballistic and inertia reels, which are used
mainly in aircraft for the safety restraint of the crews, has, at minimum, two
major competitors in the United States and two in Europe.  However, Registrant
has maintained a significant share of this market.  For passenger lap belts,
the Registrant's major competitor is Am-Safe Inc.  There are two principal
competitors for the cable tension regulator, the Registrant's principal flight
control component.


                                       7
<PAGE>   9
Pyrotechnics

The pyrotechnic product line addresses multiple niches within the domestic
aerospace and commercial oil well marketplace, and the Registrant has at least
two competitors in each segment.  Among its largest competitors are OEA, Inc.
and Special Devices, Inc.


ITEM 2 PROPERTIES

The Registrant's executive offices are located in leased office space in
Southern California.  The Registrant also leases office space and facilities
related to product development, domestic marketing and sales and production in
various locations throughout the U.S.  The Registrant's foreign subsidiaries
lease office space for their operations.  International production is performed
in leased facilities in England and Germany.

The Registrant owns substantially all equipment used in its facilities.

Management believes all manufacturing facilities and manufacturing equipment
are adequate, with minor changes and additions, for conducting operations as
presently contemplated.  To the extent the above referenced leases expire and
are not renewed, Registrant believes it has the ability to acquire adequate
space for conducting its operations.


ITEM 3 LEGAL PROCEEDINGS

There are no material legal, administrative or judicial proceedings to which
the Registrant or any of its subsidiaries is a party or of which any of their
property is the subject.


ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of security holders during the fourth quarter
of 1995.


Executive Officers

Information regarding the Company's executive officers appears below:

Edgar S. Brower (65)              Chairman of the Board of Directors (since
                                  1990), President, Chief Executive Officer and
                                  Director (since 1985)

Richard V. Plat (66)              Executive Vice President (since 1994) and
                                  Secretary (since 1977)





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<PAGE>   10
Steven L. Breitzka (38)           Corporate Vice President (since 1992) and
                                  President, Fisher Pierce Division (since
                                  1994)

Robert L. Day (64)                Corporate Vice President and President,
                                  Energy Dynamics Division (since 1993)

William T. Fejes, Jr. (39)        Corporate Vice President (since 1994) and
                                  President, Automation Technology Group (since
                                  1995)

Richard G. Knoblock (55)          Corporate Vice President (since 1989),
                                  President, Electro Kinetics Division (since
                                  1988) and President, HTL/Kin-Tech Division
                                  (since 1994)

Joseph R. Monkowski (41)          Corporate Vice President and President,
                                  Instruments Group (since 1994)

Ronald B. Nelson (56)             Corporate Vice President and President, Motor
                                  Products Division (since 1990)

John M. Ossenmacher (36)          Corporate Vice President (since 1993) and
                                  President, Solium Inc. (since 1994)

William L. Nothwang (58)          Controller and Assistant Secretary (since
                                  1978)

Peer A. Swan (51)                 Treasurer (since 1982)


No executive officer of the Registrant is related to any other executive
officer of the Registrant.  All executive officers of the Registrant serve at
the discretion of the Board of Directors.  No understanding or arrangement
exists between any executive officer and any other person pursuant to which he
was chosen as an officer.

Mr. Brower was elected Chairman of the Board of Directors of the Registrant in
1990.  He was hired as President and Chief Operating Officer in 1985 and was
named Chief Executive Officer later that year.

Mr. Plat was hired as Vice President of Finance and Administration and
Secretary in 1977 and was promoted to Senior Vice President in 1983 and
Executive Vice President in 1994.

Mr. Breitzka joined Pacific Scientific Company in 1982.  He was promoted in
1992 to Corporate Vice President and President of the HTL/Kin-Tech Division
and, in 1994, he was appointed President of the Fisher Pierce Division.

Mr. Day was promoted in 1993 to Corporate Vice President and President of the
newly formed Energy Dynamics Division.  Previously, Mr. Day was General Manager
of the Company's Energy Systems Division.  With the acquisition of
Unidynamics/Phoenix, Inc. and its subsequent merger into the Energy Systems
product lines, the Energy Dynamics Division was formed.  Mr. Day has held
various management positions within Pacific Scientific Company since 1981.


                                       9
<PAGE>   11
Mr. Fejes was promoted in 1995 to Corporate Senior Vice President and President
of the newly formed Automation Technology Group.  Mr. Fejes was promoted to
Corporate Vice President and President of the Motion Technology Division in
1994.  He has held various management positions with the Company since 1981,
except for a brief period in 1985 when he was Product Development Manager for
EG&G Torque Systems.

Mr. Knoblock joined the Company in 1988 as President of the Electro-Kinetics
Division and was promoted in 1989 to Corporate Vice President.  In 1994, Mr.
Knoblock was appointed President of the HTL/Kin-Tech Division and will also
continue as President of the Electro-Kinetics Division.

Dr. Monkowski was hired in 1994 as Corporate Vice President and President of
the Instruments Group.  From 1985 to 1994, he was associated with Photon
Dynamics, Inc., Lam Research Corporation, Monkowski-Rhine Inc. and Schumacher
Company.  In these companies, he held various management positions including
Division President, Executive Vice President, Chief Technical Officer and Vice
President of Research and Development.

Mr. Nelson was hired in 1990 as Corporate Vice President and President of the
Motor Products Division.  He was General Manager of the Motor Division of
Barber Colman Co. from 1982 to 1990.

Mr. Ossenmacher joined the Company in 1992 as Product Line Director for the
HTL/Kin-Tech Division.  In 1993, he was promoted to Corporate Vice President
and President of the Fisher Pierce Division.  In 1994, Mr. Ossenmacher was
named President of the newly established subsidiary, Solium Inc.  Previously,
he was with Parker-Hannifin Corporation, where he held various management
positions since 1981.

Mr. Nothwang was hired as Corporate Controller in 1978 and later appointed
Assistant Secretary.

Mr. Swan was hired in 1977 as Assistant Treasurer and promoted to Treasurer in
1982.

PART II

ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The text and tabular presentations appearing under the captions "Dividends and
Quarterly Information" beginning on Page 38 of the Annual Report are
incorporated herein by reference in accordance with the provisions of Rule
12b-23.  At the end of fiscal 1995, there were 1,508 stockholders of record. The
total number of beneficial holders of Registrant's common stock is estimated at
approximately 8,500.  Registrant's common stock is traded on the New York,
Midwest and Pacific Stock Exchanges. See note 2 of the Registrant's notes to
consolidated financial statements for information concerning restrictions on the
aggregate amount of common stock dividends payable and the repurchase of the
registrant's common stock.





                                       10
<PAGE>   12

ITEM 6 SELECTED FINANCIAL DATA

The material appearing under the caption "Five Year Financial Summary" on Page
17 of the Annual Report is incorporated herein by reference in accordance with
the provisions of Rule 12b-23.  See note 6 of the Registrant's notes to
consolidated financial statements concerning business acquisitions.



ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
       OF OPERATIONS

The text under the caption "Management's Discussion and Analysis" appearing on
Pages 18 through 22 of the Annual Report is incorporated herein by reference in
accordance with the provisions of Rule 12b-23.



ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Consolidated Financial Statements for the fiscal years ended December 29, 1995,
December 30, 1994 and December 31, 1993 appearing on Pages 24 through 38; the
Independent Auditors' Report appearing on Page 23; and Management's Report
appearing on Page 16 of the Annual Report are incorporated herein by reference
in accordance with the provisions of Rule 12b-23.



ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
       FINANCIAL DISCLOSURE

The Registrant has not had disagreements with, nor has the Registrant changed,
independent accountants during the past two years.


                                       11
<PAGE>   13
PART III

ITEM 10   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information regarding the Company's directors and all persons nominated or
chosen to become directors, as well as information regarding compliance with
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") by
the directors, officers and beneficial owners of more than 10% of any class of
equity securities of the Registrant, is incorporated by reference from
Registrant's definitive proxy statement to be filed by Registrant with the
Commission pursuant to Regulation 14A of the Exchange Act no later than 120
days after the end of Registrant's fiscal year ended December 29, 1995.

The information regarding executive officers is included in this report
following Item 4, under the caption "Executive Officers."



ITEM 11   EXECUTIVE COMPENSATION

The information with respect to executive compensation is incorporated by
reference from Registrant's definitive proxy statement to be filed by
Registrant with the Commission pursuant to Regulation 14A no later than 120
days after the end of Registrant's fiscal year ended December 29, 1995.



ITEM 12   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information with respect to security ownership of certain beneficial owners
and management is incorporated by reference from Registrant's definitive proxy
statement to be filed by Registrant with the Commission pursuant to Regulation
14A no later than 120 days after the end of Registrant's fiscal year ended
December 29, 1995.



ITEM 13   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information with respect to security ownership of certain beneficial owners
and management is incorporated by reference from Registrant's definitive proxy
statement to be filed by Registrant with the Commission pursuant to Regulation
14A no later than 120 days after the end of Registrant's fiscal year ended
December 29, 1995.


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<PAGE>   14
PART IV

ITEM 14   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)    The following documents are filed as a part of the Report:

1      FINANCIAL STATEMENTS

       Consolidated Financial Statements for the fiscal years ended December
       29, 1995, December 30, 1994 and December 31, 1993 appearing on Pages 24
       through 38; the Independent Auditors' Report appearing on Page 23 and
       Management's Report appearing on Page 16 of the Annual Report are
       incorporated herein by reference in accordance with the provisions of
       Rule 12b-23.  With the exception of the pages referred to in the
       preceding sentence and other information specifically incorporated by
       reference in this Form 10-K, the Annual Report is not to be deemed filed
       as part of this report.

2      FINANCIAL STATEMENT SCHEDULE

       Included in 14(a)1 above.

3      EXHIBITS

       3.0     Restated Articles of Incorporation, as amended. Incorporated by
               reference to Registrant's Quarterly Report on Form 10-Q for
               period ending June 30, 1995 and filed on July 28, 1995.

       3.1     Bylaws, as amended.

       4.0     Indenture, dated as of April 25, 1983, for Registrant's 7-3/4%
               Convertible Subordinated Debentures, due 2003. Incorporated by
               reference to Form S-3 (Registration Statement No. 2-82947) filed
               April 8, 1983.

       4.1     Registrant's Shareholders Protection Agreement, dated November
               7, 1988. Incorporated by reference to Registrant's Form 8-K
               filed November 22, 1988.

       4.2     Amendment to Registrant's Shareholders Protection Agreement,
               dated August 22, 1990. Incorporated by reference to Registrant's
               Annual Report on Form 10-K filed March 28, 1991.

       10.0    Indenture, dated as of October 1, 1989, for Registrant's
               California Statewide Communities Development Authority
               Industrial Development Revenue Bonds, due 2019. Incorporated by
               reference to Registrant's Annual Report on Form 10-K filed March
               28, 1990.


                                       13
<PAGE>   15
       10.1    Judgement of Foreclosure and Order of Sale of property at 1350
               South State College Blvd., Anaheim, California. Incorporated by
               reference to Registrant's Annual Report on Form 10-K filed March
               17, 1995.

       10.2    Registrant's 1995 Stock Option Plan.* Incorporated by reference 
               to Registrant's Definitive Proxy Statement filed March 16, 1995.

       10.3    Directors' Retirement Plan.* Incorporated by reference to
               Registrant's Annual Report on Form 10-K filed March 24, 1988.

       10.4    First Amendment to Directors' Retirement Plan, dated December 8,
               1994.* Incorporated by reference to Registrant's Annual Report on
               Form 10-K filed March 17, 1995.

       10.5    Severance Agreement by and between Registrant and Edgar S.
               Brower, effective December 27, 1985.* Incorporated by reference
               to Registrant's Annual Report on Form 10-K filed March 24, 1987.

       10.6    Severance Agreement by and between Registrant and Richard V.
               Plat, effective May 24, 1983.* Incorporated by reference to
               Registrant's Annual Report on Form 10-K filed March 28, 1984.

       10.7    Restricted Stock Agreement by and between Registrant and Edgar S.
               Brower, effective April 23, 1986.* Incorporated by reference to
               Registrant's Annual Report on Form 10-K filed March 24, 1987.

       10.8    Agreement for the acquisition of certain assets of
               Royce-Thompson Electric Limited, pursuant to an asset purchase
               agreement dated April 29, 1994. Incorporated by reference to
               Registrant's Annual Report on Form 10-K filed March 17, 1995.

       10.9    Agreement for the acquisition of certain assets of Eduard Bautz
               GmbH, pursuant to an asset purchase agreement dated December 31,
               1994. Incorporated by reference to Registrant's Annual Report on
               Form 10-K filed March 17, 1995.

       10.10   Agreement and Plan of Merger dated December 29, 1995, concerning
               the acquisition of Met One, Inc. Incorporated by reference to
               Registrant's Form 8-K filed on February 13, 1996.


                                       14
<PAGE>   16
       10.11   Registration Rights Agreement, dated December 29, 1995.
               Incorporated by reference to Registrant's Form 8-K filed on
               February 13, 1996.

       11.0    Computation of Primary Earnings Per Share.

       11.1    Computation of Earnings Per Share Assuming Full Dilution.

       13.0    Annual Report to Stockholders for the fiscal year ended December
               29, 1995 (parts not incorporated by reference are not filed
               herewith).

       21.0    Subsidiaries of the Registrant. Incorporated by reference to
               "Operational Units" appearing on Page 39 of the Annual Report.

       23.0    Independent Auditors' Consent.

       27.0    Financial Data Schedule.

-------------
* Indicates management contract or compensatory plan or arrangement.


(b)    REPORTS ON FORM 8-K

No reports on Form 8-K were filed by Registrant during the fourth quarter of
the fiscal year ended December 29, 1995.


                                       15
<PAGE>   17
SIGNATURES

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

PACIFIC SCIENTIFIC COMPANY


By    /s/ Richard V. Plat                                   March 13, 1996
     --------------------------------------           --------------------------
     Richard V. Plat
     Executive Vice President and Secretary


Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE                              CAPACITY                   DATE
---------                              --------                   ----
<S>                                    <C>                        <C>
    /s/ Edgar S. Brower                Principal Executive        March 13, 1996
--------------------------------       Officer and Director
Edgar S. Brower                        

    /s/ Richard V. Plat                Principal Financial        March 13, 1996
--------------------------------       Officer
Richard V. Plat                        

    /s/ William L. Nothwang            Controller                 March 13, 1996
--------------------------------
William L. Nothwang

   /s/ Walter F. Beran                 Director                   March 13, 1996
--------------------------------
Walter F. Beran

   /s/ Ralph O. Briscoe                Director                   March 13, 1996
--------------------------------
Ralph O. Briscoe

   /s/ Ralph D. Ketchum                Director                   March 13, 1996
--------------------------------
Ralph D. Ketchum

   /s/ William A. Preston              Director                   March 13, 1996
--------------------------------
William A. Preston

   /s/ Millard H. Pryor, Jr.           Director                   March 13, 1996
--------------------------------
Millard H. Pryor, Jr.

   /s/ Thomas P. Stafford              Director                   March 13, 1996
--------------------------------
Thomas P. Stafford

   /s/ Harry W. Todd                   Director                   March 13, 1996
--------------------------------
Harry W. Todd
</TABLE>



                                       16
<PAGE>   18
INDEX TO EXHIBITS

3.0        Restated Articles of Incorporation, as amended. Incorporated by
           reference to Registrant's Quarterly Report on Form 10-Q for period
           ending June 30, 1995 and filed on July 28, 1995.

3.1        Bylaws, as amended.

4.0        Indenture, dated as of April 25, 1983, for Registrant's 7-3/4%
           Convertible Subordinated Debentures, due 2003. Incorporated by
           reference to Form S-3 (Registration Statement No. 2-82947) filed
           April 8, 1983.

4.1        Registrant's Shareholders Protection Agreement, dated November 7,
           1988. Incorporated by reference to Registrant's Form 8-K filed
           November 22, 1988.

4.2        Amendment to Registrant's Shareholders Protection Agreement, dated
           August 22, 1990. Incorporated by reference to Registrant's Annual
           Report on Form 10-K filed March 28, 1991.

10.0       Indenture, dated as of October 1, 1989, for Registrant's California
           Statewide Communities Development Authority Industrial Development
           Revenue Bonds, due 2019. Incorporated by reference to Registrant's
           Annual Report on Form 10-K filed March 28, 1990.

10.1       Judgement of Foreclosure and Order of Sale of property at 1350 South
           State College Blvd., Anaheim, California. Incorporated by reference
           to Registrant's Annual Report on Form 10-K filed March 17, 1995.

10.2       Registrant's 1995 Stock Option Plan.* Incorporated by reference to
           Registrant's Definitive Proxy Statement filed March 16, 1995.

10.3       Directors' Retirement Plan.* Incorporated by reference to
           Registrant's Annual Report on Form 10-K filed March 24, 1988.

10.4       First Amendment to Directors' Retirement Plan, dated December 8,
           1994.* Incorporated by reference to Registrant's Annual Report
           on Form 10-K filed March 17, 1995.

10.5       Severance Agreement by and between Registrant and Edgar S. Brower,
           effective December 27, 1985.* Incorporated by reference to
           Registrant's Annual Report on Form 10-K filed March 24, 1987.


                                       17
<PAGE>   19
10.6       Severance Agreement by and between Registrant and Richard V. Plat,
           effective May 24, 1983.* Incorporated by reference to
           Registrant's Annual Report on Form 10-K filed March 28, 1984.

10.7       Restricted Stock Agreement by and between Registrant and Edgar S.
           Brower, effective April 23, 1986.* Incorporated by reference to
           Registrant's Annual Report on Form 10-K filed March 24, 1987.

10.8       Agreement for the acquisition of certain assets of Royce-Thompson
           Electric Limited, pursuant to an asset purchase agreement dated
           April 29, 1994. Incorporated by reference to Registrant's Annual
           Report on Form 10-K filed March 17, 1995.

10.9       Agreement for the acquisition of certain assets of Eduard Bautz
           GmbH, pursuant to an asset purchase agreement dated December 31,
           1994. Incorporated by reference to Registrant's Annual Report on
           Form 10-K filed March 17, 1995.

10.10      Agreement and Plan of Merger dated December 29, 1995, concerning the
           acquisition of Met One, Inc. Incorporated by reference to
           Registrant's Form 8-K filed on February 13, 1996.

10.11      Registration Rights Agreement, dated December 29, 1995. Incorporated
           by reference to Registrant's Form 8-K filed on February 13, 1996.

11.0       Computation of Primary Earnings Per Share

11.1       Computation of Earnings Per Share Assuming Full Dilution.

13.0       Annual Report to Stockholders for the fiscal year ended December 29,
           1995 (parts not incorporated by reference are not filed herewith).

21.0       Subsidiaries of the Registrant, incorporated by reference to
           "Operational Units" appearing on Page 39 of the Annual Report.

23.0       Independent Auditors' Consent.

27.0       Financial Data Schedule.

------------
* Indicates management contract or compensatory plan or arrangement.

                                       18