<PAGE>   1

                    U.S. SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549

                                  FORM 10-KSB

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
    ACT OF 1934 [FEE REQUIRED]

                  For the fiscal year ended December 31, 1996

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934 [NO FEE REQUIRED]

    For the transition period from __________________ to __________________

                         Commission file number 0-3555

                               DAVID WHITE, INC.
                               -----------------
                 (Name of small business issuer in its charter)

                      Wisconsin                            39-0967642
                      ---------                            ----------
       (State or other jurisdiction              (I.R.S. Employer Identification
       of incorporation or organization)         No.)

       11711 River Lane
       P.O. Box 1007
       Germantown, Wisconsin                             53022-8207
       ---------------------                             ----------
(Address of principal executive                          (Zip Code)
offices)

Issuer's telephone number: (414) 251-8100

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, $3.00 par value
                         -----------------------------
                                (Title of class)

                          Common Stock Purchase Rights
                          ----------------------------
                                (Title of class)

         Check whether the issuer (l) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [ ]

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure
will 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-KSB or any amendment to this Form 10-KSB.  [x]

         State issuer's revenues for its most recent fiscal year: $ 13,372,000.

         State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date
within the past 60 days.  (See definition of affiliate in Rule 12b-2 of the
Exchange Act.)  $1,869,602 as of January 31, 1997.

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of March 1, 1997: 457,323.



                      DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the following documents are incorporated herein by
         reference:

         1996 Annual Report to Shareholders (Parts I and II, to the extent
         indicated therein).

         Proxy Statement for 1997 annual meeting of shareholders (previously
         filed with the Commission under Regulation 14A and hereby incorporated
         by reference into Part III, to the extent indicated therein).

         Transitional Small Business Disclosure Format (check one) 
         Yes [ ]  No [X]
<PAGE>   2

                                     PART I

Item l.  Business.

                                    GENERAL

         Founded in 1900, David White, Inc., a Wisconsin corporation with its
principal executive offices located in Germantown, Wisconsin (the "Company"),
is a manufacturer and distributor of medium and high technology products in the
specialty market of optical and laser surveying instruments for productivity
improvement in the construction industry.

                            DESCRIPTION OF BUSINESS

         Prior to June 1989, the Company was divided into two product
divisions, David White Instruments and Micrographic Systems, in addition to an
International Division which handled international marketing and sales for both
product divisions.  The Company effected two significant organizational changes
to its business in 1989.  First, on June 30, 1989, the Company purchased 90% of
the outstanding capital stock of Ammann Lasertechnik, AG ("Ammann"), a Swiss
corporation.  Second, on October 4, 1989, the Company sold its Micrographic
Systems Division.

         On June 6, 1995, the Company entered into an agreement with HRA
Holding Company ("HRA"), Hans-Rudolf Ammann ("Mr. Ammann") and Thomas Ammann
pursuant to which the Company sold all of its interest in Ammann to HRA.  HRA
is a Swiss entity owned and controlled by Mr. Ammann.  In exchange for the sale
of its Ammann stock, the Company received 70,500 shares of Company stock
formerly owned by Mr. Ammann and Thomas Ammann, as well as $300,000 (U.S.) in
cash and cash equivalents.  In connection with the transaction, the Company
also entered into a Reciprocal Supply Agreement and Technology Transfer
Agreement with Ammann.  Under the Reciprocal Supply Agreement, Ammann agreed to
supply its products to the Company for two years for distribution in connection
with the Company's business, and the Company agreed to supply its products to
Ammann for two years for distribution in connection with Ammann's business.
Under the Technology Transfer Agreement, Ammann assigned certain patent rights
to the Company (valued at $200,000), and the Company granted Ammann a
non-exclusive license to make, use and sell products covered by the patents.
Ammann agreed to pay the Company a royalty of $25,000 per year for ten years in
consideration of the license.

         The Company's business is now concentrated primarily in the
development, production and marketing of David White surveying instruments,
including those surveying instruments covered by the patents transferred to the
Company from Ammann.  The Company also concentrates on producing and marketing
Ammann products under the Reciprocal Supply Agreement with Ammann.





                                       2
<PAGE>   3


         David White Instruments.  The Company's surveying instruments can be
divided generally into two categories: conventional optical survey instruments
and laser surveying instruments.

         The Company's conventional optical surveying instruments include
levels, level/transits, automatic levels and level/transits, hand levels, rods,
targets, plumb bobs, tripods and other precision tools used by builders,
contractors, engineers, farmers, plumbers and others.  The Company entered the
laser surveying instrument field in 1981 through the acquisition of a
manufacturer of rotating laser beam electronic levels.  The Company's laser and
electronic surveying instruments consist primarily of infrared invisible laser
beam and visible laser beam electronic levels and ancillary equipment primarily
for builders and contractors.

         The Company's conventional surveying instruments, along with its laser
surveying instruments, are principally marketed under the "David White" trade
name.  The Company's products are sold on a nonexclusive basis through
approximately 600 distributors throughout the world.  The Company has entered
into certain marketing and cross-distribution arrangements for the sale of the
Company's laser products in Japan, the Pacific Rim, Asia and other areas.  The
Company has also entered into additional marketing and distribution
arrangements with other companies in Europe and is investigating the
feasibility of other international strategic marketing alliances.  The supply
and technology transfer agreements with Ammann and the marketing arrangements
with foreign companies reflect the Company's increasing global emphasis.

         Pursuant to General Instruction E to Form 10-KSB ("Instruction E"),
information regarding the status of publicly announced new products is hereby
incorporated by reference from the information set forth on pages 1 and 2 of
the Company's 1996 Annual Report to Shareholders ("Annual Report").

         Ammann.  The Ammann product line consists of five laser surveying
instruments, including several products designed to meet the specific
requirements of both the light and the heavy construction industry.  Ammann
continues to market both David White and Ammann products abroad through the
companies' distribution networks and marketing arrangements with other
companies.  The manufacturing and assembly of two Ammann laser instruments
continues to take place at the Company's Berlin, Wisconsin plant.


                                  COMPETITION

         The Company experiences intense competition from numerous domestic and
foreign producers.  Some of the Company's competitors are significantly larger
than the Company and have substantially greater financial resources.  The
Company expects that it will





                                       3
<PAGE>   4

continue to encounter highly competitive conditions both domestically and
internationally.

         The Company attempts to maintain its competitive posture through
quality control, pricing strategies and an on-going program of product
improvement, new product development and increased manufacturing efficiencies.
The Company believes that its research and development team, well-developed
distribution network, marketing arrangements, established David White trade
name, reputation for quality products and ability to manufacture and market
both optical and laser surveying instruments, provide it with certain market
advantages over its competitors in the surveying equipment industry.


                              CERTAIN CREDIT TERMS

         Customers of the Company who place their orders for optical and laser
instruments between November l and February 28 of each year and are considered
creditworthy are extended payment terms of one-third on April l, one-third on
May l and one-third on June l.  European product sales are not included in the
foregoing credit programs.

                                  SEASONALITY

         Because distributors, suppliers and end users of surveying instruments
generally place their orders for delivery prior to or during the spring and
summer construction season, third quarter sales are traditionally lower than
sales for other quarters.  The Company's sales are also partially dependent
upon the growth and success of the construction industry.  Interest rates may
also impact this industry.  Construction industry expenditures are subject to
variation and have been affected during recent years by recessionary cycles.

           PATENTS AND ENGINEERING: RESEARCH AND PRODUCT DEVELOPMENT

         The Company places considerable emphasis on the optical, mechanical
and electromechanical design of its products.  Most of the Company's key
products have been designed by the Company, and the Company's Technology
Transfer Agreement with Ammann granted the Company patent rights with respect
to two products that were originally designed by Ammann.  Although a number of
the Company's products are covered by patents, its business is not materially 
dependent on them.

         In 1996, the Company employed five individuals in research and
development and expended $327,000 for this activity, compared to $399,000 in
1995.  The Company has budgeted $326,000 for research and development during
1997.





                                       4
<PAGE>   5

                            ENVIRONMENTAL REGULATION

         On October 23, 1995, the Company entered into an agreement with the
State of Wisconsin to settle a claim that the Company violated state
regulations concerning the operation of an underground storage tank on the
Company's Berlin, Wisconsin property.  Pursuant to that agreement, the Company
paid a $25,000 forfeiture to the State of Wisconsin.  The Company has also
agreed to clean up contamination caused by leakage from the tank.  The Company
reserved $200,000 in the fourth quarter of 1995 for the clean-up, which the
Company believes will be sufficient to cover any material expenses in the
future.

         Apart from the foregoing, the Company does not expect foreign,
federal, state or local environmental legislation to have a material effect on
its capital expenditures, earnings or competitive position.

                                 RAW MATERIALS

         Principal raw materials used by the Company in its manufacturing
operations are a variety of electronic components, die castings, molded
plastics, various metals and optical components.  All of such raw materials are
available to the Company from several suppliers.

                                   EMPLOYEES

         The Company employs approximately 130 full time people, approximately
two-thirds of whom are in production.  The balance are employed in executive,
administrative, engineering, sales and clerical capacities.

Item 2.  Properties.

         The following table summarizes the Company's principal properties:

<TABLE>
<CAPTION>
                                                    Owned           Year             Approx-
                                                     or            Lease              imate
Location         Use                               Leased         Expires            Sq. Ft. 
--------         ---                               ------         -------            --------
<S>              <C>                               <C>              <C>              <C>
Germantown,      Executive Offices,                Leased           1997              12,800
Wisconsin        Marketing, Advertising,
                 Finance, Service
                 Department

Berlin,          Manufacture of Optical            Owned            ------           105,000
Wisconsin        and Electronic
                 Surveying Products,
                 Research and Development
                 and Design Engineering
</TABLE>





                                       5
<PAGE>   6


        The Company believes its current facilities are suitable, adequate and 
provide sufficient capacity to support current operations.  No present plans 
exist for the improvement or further development of any of the properties. The 
Company intends to lease a smaller facility for its executive offices beginning
in late fall of 1997.  In the opinion of the Company's management, the  
properties are adequately insured.

         The Company leases its Germantown, Wisconsin property from Tony L.
Mihalovich pursuant to a triple-net lease.  The Company pays monthly rental of
$10,600 under the lease.  The initial term of the lease will expire on June 30,
1997, following which it will become a month-to-month lease.

         The Berlin, Wisconsin property is owned by the Company and is currently
subject to a first mortgage as security for a $2,500,000 term note through
Firstar Bank Fond du Lac (the "Bank") to the Company.  As of January 31, 1997,
the outstanding balance on the term note was $1,165,000.  The term note is 70%
guaranteed by Farmers Home Administration.  The Berlin property is also
currently subject to a second mortgage as security for the Bank's revolving line
of credit to the Company, which is adjusted periodically according to seasonal
requirements and ranges from $1,750,000 to $2,000,000. Pursuant to Instruction
E, information regarding the Company's term note and line of credit required by
this item is incorporated herein by reference from the information set forth in
Note 3 to the Company's Consolidated Financial Statements, set forth on page 6
of the Annual Report.  As of January 31, 1997, the outstanding balance under the
line of credit was $340,000.
        
         The federal tax basis of the land and building at the Berlin,
Wisconsin location is $36,000 and $380,000, respectively.  Depreciation is
taken by the Company over the estimated useful life of the building using the
straight line method.  For purposes of depreciation, the remaining life claimed
with respect to the Berlin property is 3 years, although different depreciation
schedules with remaining lives ranging from 3 to 32 years exist for various
improvements to the Berlin property.  For 1996, the Company has paid or will
pay annual realty taxes on the Berlin, Wisconsin property in the amount of
$25,000.  The company also paid $16,365 toward the realty taxes of the
Germantown, Wisconsin property in 1996, representing the prorated portion of
the previous year's taxes through the date the building was sold to Tony L.
Mihalovich.

Item 3.  Legal Proceedings.

         The Company is not currently a party, nor are any of its properties
subject, to any legal proceeding required to be disclosed under this Item.  No
such proceedings were terminated during the fourth quarter of 1996.

Item 4.  Submission of Matters to a Vote of Security Holders.

         Not applicable.





                                       6
<PAGE>   7


                                    PART II

Item 5.  Market for the Company's Common Stock and Related Stockholder Matters.

Pursuant to Instruction E, the information required by this Item is hereby
incorporated herein by reference from the information set forth on page 9 of
the Annual Report.

Item 6.  Management's Discussion and Analysis or Plan of Operation.

         Pursuant to Instruction E, the information required by this item is
hereby incorporated herein by reference from the information set forth on page
9 of the Annual Report.

Item 7.  Financial Statements.

         Pursuant to Instruction E, the Consolidated Balance Sheet of the
Company as of December 31, 1996, and the Consolidated Statements of Operations,
Stockholders' Investment and Cash Flows for the years ended December 31, 1996
and 1995, together with the related notes thereto are hereby incorporated
herein by reference from the information set forth on pages 3 through 8 of the
Annual Report.

Item 8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure.

         None.

                                    PART III

Item 9.  Directors and Executive Officers of the Company; Compliance with
         Section 16(a) of the Exchange Act.

         Pursuant to Instruction E, the information required by this Item with
respect to directors and executive officers is hereby incorporated herein by
reference from the information set forth under the captions "Election of
Directors" and "Executive Officers of the Company" set forth in the Company's
definitive Proxy Statement for its 1997 annual meeting of shareholders
previously filed with the Commission under Regulation 14A ("Proxy Statement").
The required information with respect to Section 16(a) compliance is set forth
under the caption "Section 16(a) Beneficial Ownership Reporting Compliance" set
forth in the Company's Proxy Statement.

Item 10. Executive Compensation.

         Pursuant to Instruction E, the information required by this Item is
hereby incorporated herein by reference from the





                                       7
<PAGE>   8

information set forth under the caption "Compensation of Executive Officers"
set forth in the Proxy Statement.

Item 11.     Security Ownership of Certain Beneficial Owners and Management.

         Pursuant to Instruction E, the information required by this Item is
hereby incorporated herein by reference from the information set forth under
the captions "Election of Directors" and "Principal Shareholders" set forth in
the Proxy Statement.

Item 12.     Certain Relationships and Related Transactions.

         On October 31, 1996, Tony L. Mihalovich, a director of the Company and
the Company's President and Chief Executive Officer, purchased the Company's
Germantown, Wisconsin property for $678,900.  On the same day, the Company
entered into a triple-net lease with Mr Mihalovich for the Germantown property,
pursuant to which the Company pays a monthly rental of $10,600.  The initial
term of the lease will expire on June 30, 1997, after which the lease will
become a month-to-month lease.  These transactions were approved by the
Executive Committee of the Company's Board of Directors.  Mr. Mihalovich is not
a member of the Executive Committee and was not present during the Committee's
discussions concerning these transactions.

Item 13.     Exhibits and Reports on Form 8-K.

     (a)     The following documents are filed as a part of this report:

<TABLE>
<CAPTION>
                                                                                     Page Reference
                                                                                     --------------
                                                                                                       1996
                                                                                                   Annual Report
                                                                             1996                       to
                                                                          Form 10-KSB              Shareholders 
                                                                          -----------              -------------
<S>      <C>                                                                 <C>                        <C>
l.       Financial Statements.
         -------------------- 

         Consolidated Balance Sheet at                                       ---                            3
         December 31, 1996

         For the years ended December 31, 1996,
         and 1995:

                 Consolidated Statements of
                 Operations                                                  ---                            4

                 Consolidated Statements of
                 Stockholders' Investment                                    ---                            4

                 
</TABLE>





                                       8
<PAGE>   9
                     
<TABLE>
         <S>                                                                 <C>                          <C>
                Consolidated Statement of Cash Flows                         ---                            5

                 Notes to Consolidated Financial
                 Statements                                                  ---                          6-8

         Independent Auditors' Report                                        ---                            9
</TABLE>

2.       Exhibits.
         ---------
<TABLE>
         <S>     <C>
         3.1     Restated Articles of Incorporation [Incorporated by reference to Exhibit 3 to the Company's Form 8-K dated 
                 May 8, 1992]

         3.2     By-Laws, as amended through January 29, 1997

         4.1     Rights Agreement, dated as of August 29, 1988, between Company and First Wisconsin Trust Company, as Rights Agent
                 [Incorporated by reference to Exhibit 4 to the Company's Form 8-K dated September 15, 1988]

         4.2     Amendment to Rights Agreement, dated as of November 9, 1988, between Company and First Wisconsin Trust Company, 
                 as Rights Agent [Incorporated by reference to Exhibit 4.1 to the Company's Form 8-K dated November 10, 1988]

         4.3     Amendment No. 2 to Rights Agreement dated as of June 30, 1989 between the Company and First Wisconsin Trust 
                 Company, as Rights Agent [Incorporated by reference to Exhibit 4.2 to the Company's Form 8-K dated June 30, 1989]

         4.4     Amendment No. 3 to Rights Agreement dated as of January 22, 1992, between the Company and First Wisconsin Trust 
                 Company, as Rights Agent [Incorporated by reference to Exhibit 4.3 to the Company's Form 8-K dated February 7, 
                 1992]

         10.1    Form of Key Executive Employment and Severance Agreement ("KEESA") dated as of January 25, 1990, entered into
                 between the  Company and each of the following: Tony L. Mihalovich, Ronald J.
        
</TABLE>

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

                                       9
<PAGE>   10

<TABLE>
         <S>     <C> 
                 Jansen, James L. Younk, E. Gustav Malm, Larry Clark, Walker J. Young and Robert L. Underberg. The KEESA with
                 James L. Younk is the only one that remains in effect.  [Incorporated by  reference to Exhibit 10.4 to the
                 Company's Form 10-K for the year ended December 31, 1992]*

         10.2    Employment Agreement, dated as of January 1, 1994, between the Company and Tony L. Mihalovich  [Incorporated by 
                 reference to Exhibit 10.5 of the Company's Form 10-KSB for the year ended December 31, 1993, as amended by Form 8 
                 dated April 20, 1994]*

         10.3    Amendment to Employment Agreement, dated as of December 5, 1995, between the Company and Tony L. Mihalovich 
                 [Incorporated by reference to Exhibit 10.6 to the Company's Form 10-KSB for the year ended December 31, 1995]*

         10.4    Stock Option Agreement, dated as of January 1, 1994, between the Company and Tony L. Mihalovich.  [Incorporated 
                 by reference to Exhibit 10.6 at the Company's Form 10-KSB for the year ended December 31, 1993]*

         10.5    Amendment to Stock Option Agreement, dated as of December 5, 1995, between the Company and Tony L. Mihalovich  
                 [Incorporated by reference to Exhibit 10.8 to the Company's Form 10-KSB for the year ended December 31, 1995]*

         10.6    Stock Option Agreement, dated as of January 11, 1990, between Company and R. Ron Heiligenstein [Incorporated by 
                 reference to Exhibit 10.11 to the Company's Form 10-K for the year ended December 31, 1989]*

         10.7    Form of Indemnity Agreement, dated as of January 24, 1990, entered into between the Company and each of the 
                 following: Charles D. Jacobus, Hans-Rudolf Ammann, E. Gustav Malm, R. Ron Heiligenstein, Marshall A. Loewi, 
                 Michael S. Ariens and Richard H. Bromley [Incorporated by reference to Exhibit 10.12 to the Company's Form 10-K 
                 for the year ended December 31, 1989]

         10.8    1992 Stock Option Plan [Incorporated by reference to Exhibit 10.9 to the Company's Form 10-K for the year ended 
                 December 31, 1992]*

         10.9    Form of 1992 Incentive Stock Option Agreement [Incorporated by reference to Exhibit 10.10 to the Company's 
                 Form 10-K for the year ended December 31, 1992]*

         10.10   1995 Stock Option Plan [Incorporated by reference to Exhibit 10.11 to the Company's Form 10-QSB for the end of 
                 the second quarter of 1995]*
</TABLE>

---------------

     *   management contract or compensatory plan or arrangement.

                                       10
<PAGE>   11


<TABLE>
         <S>     <C>
         10.11   Stock Purchase Agreement, dated as of May 31, 1995, entered into between the Company and Hans-Rudolf Ammann, 
                 Jolanda Ammann, Konrad Bachmaier and Thomas Ammann [Incorporated by reference to Exhibit 10.12 to the Company's 
                 Form 10-QSB for the end of the second quarter of 1995]

         10.12   License Agreement, dated as of May 31, 1995, entered into between the Company and Ammann Lasertechnik, AG 
                 [Incorporated by reference to Exhibit 10.13 to the Company's Form 10-QSB for the end of the second quarter of 1995]

         10.13   Ammann Lasertechnik AG Supply Agreement, dated as of May 31, 1995, entered into between the Company and Ammann 
                 Lasertechnik, AG  [Incorporated by reference to Exhibit 10.14 to the Company's Form 10-QSB for the end of the 
                 second quarter of 1995]**

         10.14   David White, Inc. Supply Agreement, dated as of May 31, 1995, entered into between the Company and Ammann 
                 Lasertechnik, AG [Incorporated by reference to Exhibit 10.15 to the Company's Form 10-QSB for the end of the 
                 second quarter of 1995]**

         10.15   Transfer and Assignment Agreement, dated as of May 31, 1995, entered into between the Company and Ammann 
                 Lasertechnik, AG [Incorporated by reference to Exhibit 10.16 to the Company's Form 10-QSB for the end of the 
                 second quarter of 1995]

         10.16   Pledge Agreement, dated as of May 31, 1995, entered into between the Company and Hans-Rudolf Ammann, Jolanda 
                 Ammann, Konrad Bachmaier and Thomas Ammann [Incorporated by reference to Exhibit 10.17 to the Company's 
                 Form 10-QSB for the end of the second quarter of 1995]

         10.17   Summary [English Translation] of German Joint Venture Ammann Lasertechnik GmbH, March 1991 [Incorporated by 
                 reference to Exhibit 10.8 to the Company's Form 10-K for the year ended December 31, 1991]

         10.18   Offer, Addendum and Accepted Counter-Offer between Tony L. Mihalovich and the Company regarding the Purchase of 
                 the Company's Germantown, Wisconsin property by Mr. Mihalovich [Incorporated by reference to Exhibit 10.21 to the
                 Company's Form 10-QSB for the end of the third quarter of 1996]
</TABLE>

---------------

     **  Certain information in this Exhibit was omitted pursuant  to a request
         for confidential treatment.  The information and the request were
         separately filed with the Commission.


                                       11
<PAGE>   12

<TABLE>
         <S>     <C>
         10.19   Lease dated October 31, 1996, entered into between the Company and Tony L. Mihalovich [Incorporated by reference 
                 to Exhibit 10.22 to the Company's Form 10-QSB for the end of the third quarter of 1996]

         13      1996 Annual Report to Shareholders [Except to the extent expressly incorporated herein by reference, this 1996 
                 Annual Report to Shareholders shall not be deemed "filed" with the Securities and Exchange Commission as part of 
                 this Form 10-KSB]

         27      Financial Data Schedule

         28      Proxy Statement for 1997 Annual Meeting of Shareholders [Previously filed with the Securities and Exchange 
                 Commission under Regulation 14A and incorporated by reference in this Form 10-KSB to the extent indicated herein]
</TABLE>

         (b) No reports on Form 8-K were filed by the Company with the 
Securities and Exchange Commission during the fourth quarter of 1996.





                                       12
<PAGE>   13

                                   SIGNATURES


         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                         DAVID WHITE, INC.


Date:   3/26/97                          By:  /s/ Tony L. Mihalovich    
     ---------------                          ----------------------------
                                              Tony L. Mihalovich,
                                               President, Chief Executive
                                               Officer, Director


Date:   3/26/97                          By:  /s/ James L. Younk             
     ---------------                          ---------------------------- 
                                              James L. Younk, Treasurer,
                                               Chief Financial Officer

        In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.


Date:   3/26/97                          By:  /s/ Michael S. Ariens     
     ---------------                          ----------------------------
                                              Michael S. Ariens,
                                               Director

                                              
Date:   3/26/97                          By:  /s/ R. Ron Heiligenstein  
     ---------------                          ----------------------------
                                              R. Ron Heiligenstein,
                                               Director


Date:   3/26/97                          By:  /s/ Charles D. Jacobus    
     ---------------                          ----------------------------
                                              Charles D. Jacobus,
                                               Director

Date:   3/26/97                          By:  /s/ Marshall A. Loewi     
     ---------------                          ----------------------------
                                              Marshall A. Loewi,
                                               Director





                                       13
<PAGE>   14

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                                                                        SEQUENTIAL
         DESCRIPTION                                                                                                     PAGE NO. 
         -----------                                                                                                    ----------
<S>      <C>                                                                                                             <C>
3.1      Restated Articles of Incorporation [Incorporated by reference to Exhibit 3 to the Company's Form 8-K dated 
         May 8, 1992]                                                                                                       N/A

3.2      By-Laws, as amended through January 29, 1997                                                                        18

4.1      Rights Agreement, dated as of August 29, 1988, between Company and First Wisconsin Trust Company, as 
         Rights Agent [Incorporated by reference to Exhibit 4 to the Company's Form 8-K dated September 15, 1988]           N/A

4.2      Amendment to Rights Agreement, dated as of November 9, 1988, between Company and First Wisconsin Trust 
         Company, as Rights Agent [Incorporated by reference to Exhibit 4.1 to the Company's Form 8-K dated 
         November 10, 1988]                                                                                                 N/A

4.3      Amendment No. 2 to Rights Agreement dated as of June 30, 1989 between the Company and First Wisconsin Trust 
         Company, as Rights Agent [Incorporated by reference to Exhibit 4.2 to the Company's Form 8-K dated June 30, 1989]  N/A

4.4      Amendment No. 3 to Rights Agreement dated as of January 22, 1992, between the Company and First Wisconsin Trust 
         Company, as Rights Agent [Incorporated by reference to Exhibit 4.3 to the Company's Form 8-K dated February 7, 
         1992]                                                                                                              N/A

</TABLE>

---------------

     * management contract or compensatory plan or arrangement.

                                      E-1
<PAGE>   15
<TABLE>
<S>      <C>                                                                                                                 <C>
10.1     Form of Key Executive Employment and Severance Agreement ("KEESA"), dated as of January 25, 1990, entered into 
         between the Company and each of the following: Tony L. Mihalovich, Ronald J. Jansen, James L. Younk, 
         E. Gustav Malm,  Larry Clark, Walker J. Young and Robert L. Underberg. The KEESA with James L. Younk is the only 
         one that remains in effect.  [Incorporated by reference to Exhibit 10.4 to the Company's  Form 10-K for the year
         ended December 31, 1992]*                                                                                             N/A

10.2     Employment Agreement, dated as of January 1, 1994, between the Company and Tony L. Mihalovich  [Incorporated 
         by reference to Exhibit 10.5 of the Company's Form 10-KSB for the year ended December 31, 1993, as amended by 
         Form 8 dated April 20, 1994]*                                                                                         N/A

10.3     Amendment to Employment Agreement, dated as of December 5, 1995, between the Company and Tony L. Mihalovich 
         [Incorporated by reference to Exhibit 10.6 to the Company's Form 10-KSB for the year ended December 31, 1995]*        N/A

10.4     Stock Option Agreement, dated as of January 1, 1994, between the Company and Tony L. Mihalovich.  [Incorporated 
         by reference to Exhibit 10.6 at the Company's Form 10-KSB for the year ended December 31, 1993]*                      N/A

10.5     Amendment to Stock Option Agreement, dated as of December 5, 1995, between the Company and Tony L. Mihalovich  
         [Incorporated by reference to Exhibit 10.8 to the Company's Form 10-KSB for the year ended December 31, 1995]*        N/A

10.6     Stock Option Agreement, dated as of January 11, 1990, between Company and R. Ron Heiligenstein [Incorporated by 
         reference to Exhibit 10.11 to the Company's Form 10-K for the year ended December 31, 1989]*                          N/A

10.7     Form of Indemnity Agreement, dated as of January 24, 1990, entered into between the Company and each of the 
         following: Charles D. Jacobus, Hans-Rudolf Ammann, E. Gustav Malm, R. Ron Heiligenstein, Marshall A. Loewi, 
         Michael S. Ariens and Richard H. Bromley [Incorporated by reference to Exhibit 10.12 to the Company's 
         Form 10-K for the year ended December 31, 1989]                                                                       N/A

10.8     1992 Stock Option Plan [Incorporated by reference to Exhibit 10.9 to the Company's Form 10-K for the year 
         ended December 31, 1992]*                                                                                             N/A
</TABLE>

---------------

     *   management contract or compensatory plan or arrangement.

                                      E-2
<PAGE>   16


<TABLE>
<S>      <C>                                                                                                                  <C>
10.9     Form of 1992 Incentive Stock Option Agreement [Incorporated by reference to Exhibit 10.10 to the Company's 
         Form 10-K for the year ended December 31, 1992]*                                                                      N/A

10.10    1995 Stock Option Plan [Incorporated by reference to Exhibit 10.11 to the Company's Form 10-QSB for the end 
         of the second quarter of 1995]*                                                                                       N/A

10.11    Stock Purchase Agreement, dated as of May 31, 1995, entered into between the Company and Hans-Rudolf Ammann, 
         Jolanda Ammann, Konrad Bachmaier and Thomas Ammann [Incorporated by reference to Exhibit 10.12 to the Company's 
         Form 10-QSB for the end of the second quarter of 1995]                                                                N/A

10.12    License Agreement, dated as of May 31, 1995, entered into between the Company and Ammann Lasertechnik, AG 
         [Incorporated by reference to Exhibit 10.13 to the Company's Form 10-QSB for the end of the second quarter of 1995]   N/A

10.13    Ammann Lasertechnik AG Supply Agreement, dated as of May 31, 1995, entered into between the Company and Ammann 
         Lasertechnik, AG  [Incorporated by reference to Exhibit 10.14 to the Company's Form 10-QSB for the end of the 
         second quarter of 1995]**                                                                                             N/A

10.14    David White, Inc. Supply Agreement, dated as of May 31, 1995, entered into between the Company and 
         Ammann Lasertechnik, AG [Incorporated by reference to Exhibit 10.15 to the Company's Form 10-QSB for the end of 
         the second quarter of 1995]**                                                                                         N/A

10.15    Transfer and Assignment Agreement, dated as of May 31, 1995, entered into between the Company and Ammann 
         Lasertechnik, AG [Incorporated by reference to Exhibit 10.16 to the Company's Form 10-QSB for the end of the 
         second quarter of 1995]                                                                                               N/A

10.16    Pledge Agreement, dated as of May 31, 1995, entered into between the Company and Hans-Rudolf Ammann, Jolanda 
         Ammann, Konrad Bachmaier and Thomas Ammann [Incorporated by reference to Exhibit 10.17 to the Company's Form 10-QSB 
         for the end of the second quarter of 1995]                                                                            N/A

10.17    Summary [English Translation] of German Joint Venture
</TABLE>

---------------

     **  Certain information in this Exhibit was omitted pursuant  to a request
         for confidential treatment.  The information and the request were
         separately filed with the Commission.


                                      E-3
<PAGE>   17

<TABLE>
<S>      <C>
         Ammann Lasertechnik GmbH, March 1991 [Incorporated by reference to Exhibit 10.8 to the Company's Form 10-K for 
         the year ended December 31, 1991]                                                                                      N/A

10.18    Offer, Addendum and Accepted Counter-Offer between Tony L. Mihalovich and the Company regarding the Purchase 
         of the Company's Germantown, Wisconsin property by Mr. Mihalovich [Incorporated by reference to Exhibit 10.21 
         to the Company's Form 10-QSB for the end of the third quarter of 1996]                                                 N/A

10.19    Lease dated October 31, 1996, entered into between the Company and Tony L. Mihalovich [Incorporated by reference 
         to Exhibit 10.22 to the Company's Form 10-QSB for the end of the third quarter of 1996]                                N/A


13       1996 Annual Report to Shareholders [Except to the extent expressly incorporated herein by reference, this 1996 Annual 
         Report to Shareholders shall not be deemed "filed" with the Securities and Exchange Commission as part of this 
         Form 10-KSB]                                                                                                           47

27       Financial Data Schedule                                                                                                59

28       Proxy Statement for 1997 Annual Meeting of Shareholders [Previously filed with the Securities and Exchange Commission 
         under Regulation 14A and incorporated by reference in this Form 10-KSB to the extent indicated herein]                 N/A
</TABLE>





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