<PAGE>

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

[Mark One]                          FORM 10-K

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

                     For the Fiscal Year Ended March 31, 2002

                                       OR
   [   ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                     For the Transition Period from      to
                                                    ----    ----

                        Commission File Number: 000-6377

                         DREXLER TECHNOLOGY CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                               77-0176309
--------------------------------                           ---------------------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                              Identification No.)

1077 Independence Avenue, Mountain View, CA                      94043-1601
-------------------------------------------                ---------------------
 (Address of principal executive offices)                        (Zip Code)

                                 (650) 969-7277
             ------------------------------------------------------
              (Registrant's telephone number, including area code)

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

        None                                                        None
--------------------                                      ----------------------
(Title of each class                                      (Name of each exchange
   so registered)                                          on which registered)

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

                          Common Stock, $.01 Par Value
                          ----------------------------
                                (Title of class)

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. [x] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]

Based on the last trade price of the Company's Common Stock on The Nasdaq Stock
Market on June 14, 2002, the aggregate market value of the voting stock held by
non-affiliates of the registrant is approximately $206,271,000.

          Number of outstanding shares of Common Stock, $.01 par value,
                          at June 14, 2002: 10,311,929

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE

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                                                                TABLE OF CONTENTS

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                                                                     PART I
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Item 1.    Business
               Forward-Looking Statements.................................................................................     3
               General Development of Business............................................................................     3
               Narrative Description of Business..........................................................................     5
                  LaserCard(R) Optical Memory Cards........................................................................    5
                     Optical Data Storage.................................................................................     5
                     The Drexon(R) Laser Recording Medium..................................................................    5
                     LaserCard Applications...............................................................................     5
                     Reading and Writing the Cards........................................................................     6
                     Data Storage Capacity................................................................................     6
                     Prerecording.........................................................................................     7
                     Card Durability......................................................................................     7
                     Card Security........................................................................................     7
                     International Standards..............................................................................     9
                  LaserCard(R) Products...................................................................................     9
                     Card Manufacturing...................................................................................     9
                     Product Evolution....................................................................................     9
                     Marketing............................................................................................    10
                     Software Products....................................................................................    10
                     Optical Card Read/Write Drives and Peripherals.......................................................    12
                  Competition.............................................................................................    12
                     IC Cards.............................................................................................    13
                     Other Card Products..................................................................................    13
                     Other Optical Memory Cards and Equipment.............................................................    13
                  Licensing...............................................................................................    14
                  Other Matters...........................................................................................    15
                     Research and Engineering Expenses....................................................................    15
                     Patents..............................................................................................    15
                     Trademarks...........................................................................................    16
                     Employees............................................................................................    16
                     Backlog..............................................................................................    16
                     Financial Information About Geographic Areas.........................................................    16
                  Factors that May Affect Future Operating Results........................................................    17
Item 2.    Properties.....................................................................................................    19
Item 3.    Legal Proceedings..............................................................................................    19
Item 4.    Submission of Matters to a Vote of Security Holders............................................................    19

                                                                     PART II

Item 5.    Market for the Registrant's Common Stock and Related Stockholder Matters.......................................    20
Item 6.    Selected Financial Data........................................................................................    21
Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations..........................    22
Item 7A.   Qualitative and Quantitative Disclosures about Market Risk.....................................................    29
Item 8.    Consolidated Financial Statements and Supplementary Data.......................................................    30
               Reports of Independent Accountants.........................................................................    30
               Consolidated Financial Statements..........................................................................    32
               Notes to Consolidated Financial Statements.................................................................    36
               Quarterly Financial Information (Unaudited)................................................................    44
Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure...........................    45

                                                                     PART III

Item 10.   Directors and Executive Officers of the Registrant.............................................................    46
Item 11.   Executive Compensation.........................................................................................    47
Item 12.   Security Ownership of Certain Beneficial Owners and Management.................................................    49
Item 13.   Certain Relationships and Related Transactions.................................................................    51

                                                                      PART IV

Item 14.   Exhibits, Financial Statement Schedule, and Reports on Form 8-K................................................    52
Signatures ...............................................................................................................    56


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                                     PART I

ITEM 1.  BUSINESS

     FORWARD-LOOKING STATEMENTS. When used in this report, the words "expects,"
"anticipates," "believes," "estimates," "plans," and similar expressions are
intended to identify forward-looking statements. These statements, including
expectations as to deferred revenue and gross profit as a result of the
restatement of financial information discussed in Item 7; statements as to
expected benefits of the Company's direct control of the read/write drive
assembly and design and the Company's research and engineering efforts,
including the expected development of lower cost drives, customer-optimized
drive systems, and drive systems with advanced security features; the need for
and efforts to develop read-only drives and new read/write drives and software
products; the Company's efforts to recruit new value-added resellers (VARs) or
licensees and eliminate nonproductive VARs; the adequacy of inventory;
anticipated orders from the Company's U.S. government subcontract; expected
delivery volumes for the 2003 and 2004 fiscal years; expectations regarding
revenues, margins, expenses, capital resources, capital expenditures and
investments, and the Company's deferred tax asset and valuation allowance;
potential reductions of federal tax cash payments due to current Company tax
benefits; the effects of read/write drive prices on gross profits from
read/write drive sales; the Company's estimates for the level of sales of drives
that would be necessary to achieve a gross profit at current prices;
expectations regarding the market for read/write drives, read/write drive
prices, and inventory of drives and parts; statements as to card delivery
volumes; current and potential customers, applications, or market segments for
optical memory card products; the Company's plans and expectations regarding the
growth of its manufacturing capacity and expected card yields therefrom; and
expectations regarding market growth and product demand, including the expected
emergence of opportunities for the Company's products in Canada, China, India,
Italy, Macedonia, Mexico, and Saudi Arabia and further opportunities in
expansion of current U.S. government ID card programs are subject to risks and
uncertainties that could cause actual results to differ materially from those
projected.

     These risks and uncertainties include, but are not limited to those risks
discussed below, as well as the impact of litigation or governmental or
regulatory proceedings; Arthur Andersen LLP's ability to timely consent to
including the restated financial information in the Company's SEC filings; the
Company's ability to initiate and grow new programs utilizing the Company's card
products; the Company's reliance on VARs and licensees to generate sales,
perform customer system integration, and develop application software; risks
associated with doing business in and with foreign countries; potential
manufacturing difficulties and complications associated with increasing
manufacturing capacity of cards and drives; uncertainties associated with the
design, development, manufacture, and deployment of optical card drives and
systems; reliance on single-source and limited-source suppliers for certain
components and raw materials; customer concentration and reliance on continued
U.S. government business; lengthy sales cycles; manufacturing difficulties;
general economic trends; the unpredictability of customer demand for products
and customer issuance and release of corresponding orders; the U.S. government's
right to withhold order releases, reduce the quantities released, and extend
delivery dates; the impact of technological advances and competitive products
and the ability of the Company or its customers to develop software and
integrate optical card systems with other technologies; and the risks set forth
below in the section entitled "Factors That May Affect Future Operating
Results."

     These forward-looking statements speak only as of the date hereof. The
Company expressly disclaims any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statements contained herein to
reflect any change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any statement is based.

     TRADEMARKS. LaserCard(R)and Drexon(R)are the Company's registered
trademarks. Smart/Optical(TM)card, LaserCard(R) ConciergeCard(TM), and
LaserBadge(TM)are the Company's trademarks. The Company also refers to
trademarks of other corporations and organizations in this document.

GENERAL DEVELOPMENT OF BUSINESS

     Headquartered in Mountain View, California, Drexler Technology Corporation
develops, manufactures, and markets optical data storage products and systems
featuring LaserCard(R) optical memory cards and chip-ready Smart/Optical(TM)
cards. Drexler-made LaserCard(R) optical memory cards are used for "digital
governance" applications such as immigration, visas,


                                       3
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cargo manifests, motor vehicles, pay-per-use systems, and ID/access; and other
digital read/write card applications. LaserCard Systems Corporation (LSC), a
wholly owned subsidiary of Drexler Technology, makes optical card read/write
drives, develops optical card system software, and markets optical cards,
related data systems, and peripherals. Drexler Technology was incorporated under
the laws of the State of California on July 23, 1968, and was reincorporated as
a Delaware corporation on June 24, 1987. Throughout this report, the "Company"
refers to Drexler Technology Corporation and subsidiaries.

     The LaserCard optical memory card is an updatable, laser recordable,
computer readable, nonvolatile, credit-card sized, data storage card--invented,
patented, developed, and manufactured by the Company. It contains a reflective
stripe of laser-recording material called Drexon(R), a Company invention. Along
with its ability to record, update, and store up to 4 megabytes of digital data,
this unique card offers multiple data-security features, can be carried in a
wallet, and is highly resistant to counterfeiting and data tampering. This makes
the LaserCard ideal for portable, recordable, secure, cumulative data storage.

     The Company's LaserCard product line currently consists of optical memory
cards, optical card read/write drives, optical card data systems, chip-ready
hybrid Smart/Optical(TM) cards, and related system software and peripherals. The
Company's products are sold mainly through value-added reseller (VAR) companies
and card-distribution licensees that develop commercial applications for
LaserCard products. Target markets are domestic and foreign government programs,
identification cards, and medical, transportation, pay-per-use, and electronic
commerce applications, among others. Company revenues also include fees from the
occasional sale of patent licenses.

     Originally a supplier of photomasks to the semiconductor industry, the
Company gradually transitioned its business into optical memory cards over a
number of years of research, product development, production engineering,
marketing, and licensing. After several years of moderate-sized orders, the
breakthrough order for LaserCard optical memory cards came in February 1997 in
the form of a $7.1 million order for Permanent Resident Cards (Green Cards) to
be issued by the United States Immigration and Naturalization Service (INS).
This initial order was followed by a series of card orders for INS Green Cards
and U.S. Department of State "Laser Visa" border crossing cards: a $6.4 million
order in December 1997, a $3 million order in November 1998, a $7.5 million
order in May 1999, a $6.8 million order in December 1999, and a U.S. government
subcontract awarded in June 2000, with an authorized maximum of $81 million for
up to 24 million cards over a period of up to five years. Under this latest
subcontract, 4.4 million cards have been shipped as of March 31, 2002. In fiscal
2002, this subcontract resulted in card purchase orders of $3.8 million in July
2001, $4.8 million in September 2001, and $10.4 million in January 2002, which
is the Company's largest card order to date. Including this subcontract and the
earlier card orders, approximately 12 million U.S. and Mexican residents have
received the Company's optical memory cards since 1997, in the form of either
Green Cards or Laser Visas. It is estimated that the population of North
American LaserCard holders is growing at an average rate of about 300,000
individuals per month.

     Government, commercial, and trial applications for the LaserCard include
the following:

     o    United States INS Green Cards
     o    United States Department of State Laser Visa border crossing cards
     o    Electronic commerce debit cards/pay-per use cards
     o    PC-like hybrid "smart cards" (chip/optical) for multi-function
          applications
     o    Tamper-resistant ID cards
     o    Licenses, permits, vehicle registration cards
     o    Medical record cards

     For the fiscal year ended March 31, 2002, the Company sold approximately
5.6 million LaserCard optical memory cards. The Company's multi-million card
manufacturing plant, located in Mountain View, California, is designed to permit
expansion of production capacity in steps, up to an estimated capacity of
approximately 25 million optical memory cards per year, depending upon card type
and color-printing specifications. Please see Item 7, "Management's Discussion
and Analysis of Financial Condition and Results of Operations," regarding
current card production capacity.

     Item 8, "Consolidated Financial Statements and Supplementary Data,"
contains industry segment information.


                                       4
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NARRATIVE DESCRIPTION OF BUSINESS

LASERCARD(R) OPTICAL MEMORY CARDS

OPTICAL DATA STORAGE

     Optical data storage systems use a beam of laser light to write and read
information. This information is stored digitally in a binary code of "1" or "0"
bits that are represented by either the presence or absence of a physical "spot"
on the recording surface. The difference in reflectivity between the background
surface and the individual spot is measured by a light-sensing device and
converted into an electrical signal. These signals are then translated by a
microprocessor into text, graphics, sound, and pictures (including facial images
and other biometric identifiers). Using optical data storage, a large amount of
data can be stored on a relatively small surface area since the digital data
spots are microscopic in size.

THE DREXON(R) LASER RECORDING MEDIUM

     The Drexon(R) laser recording medium was invented and patented by the
Company for optical data storage. It consists of a thin, organic film or
colloidal matrix that contains a thin layer of microscopic silver particles.
Using proprietary and patented processes, the Drexon material is produced by
chemical conversion of photographic emulsions, creating a reflective recording
surface. As described under "Prerecording," Drexon allows data to be laser
recorded, prerecorded using photolithography, or both.

     The Drexon medium is DRAW (direct-read-after-write). DRAW media permit data
to be read immediately after laser recording--for instantaneous checking of
information. Data can be laser written onto the Drexon material at any time
(over a period of weeks, months, or years) but data can be written in a specific
location on the medium only once (write once). After an area is recorded,
software prevents that same location from being overwritten with new data.
Obsolete data can be ignored by the system but remains permanently stored on the
Drexon optical card as an audit trail of all changes. New or revised information
is recorded in a new location. Through these procedures, the card is easily
updatable.

     Thus, although the Drexon material is not physically erasable like magnetic
storage media, Drexon can be corrected and updated at any time and has the
important audit trail feature that magnetic media does not have. Data can be
read at any time (read many times), allowing access to newly recorded data and
to the audit trail. The permanent audit trail inhibits data tampering and is of
fundamental importance for high security identification card applications.

     Because the Drexon material is a nonvolatile data storage medium, it is not
vulnerable to data loss or damage when exposed to X rays, electronic signals, or
magnetic fields. Additionally, because the surface of the Drexon material is
reflective, it can hold eye readable, laser engraved, low reflectivity images
(such as photographs, text, and graphics) that can be viewed and verified
without special equipment, or readers. Also see "Card Security."

     To form LaserCard optical memory cards, the Drexon laser recording material
is encapsulated within layers of polycarbonate plastic (laminated using
electron-beam equipment) and then die cut into card shape. The resulting
LaserCard conforms to international standards for size, thickness, and
flexibility. The typical wholesale price to VARs per basic card is under $4 when
the cards are ordered in hundreds of thousands, and even lower in cost when
larger quantities of basic cards are ordered.

LASERCARD(R) APPLICATIONS

     To date, the most successful LaserCard programs involve "digital
governance," meaning counterfeit- and tamper-resistant licenses or permits
employing the LaserCard as proof that the cardholder has a formal permission,
privilege, or right from a government, agency, or company. The card-issuing
government, agency, or company would use the LaserCard optical memory card to
limit and control access to these very valuable rights because the LaserCard
inhibits counterfeiting and data tampering.

     A government-issued, card-based authorization or "license" is a formal
permission, privilege, or right from a federal, state, city, or foreign
government or agency, such as in the following current and nascent optical card
programs:


                                       5
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     o   The current U.S. Green Card, or Permanent Resident Card, made by the
         Company and issued by the INS, permits approved foreign workers to
         reside and be employed in the United States.

     o   The current LaserVisa border-crossing card, made by the Company and
         issued by the United States Department of State, permits Mexican
         citizens to visit and shop in the United States (within 25 miles of the
         U.S. border) for up to 72 hours.

     o   In a planned national ID card application in Italy, the card would
         identify the holder as a citizen and confer upon the holder all the
         rights and privileges to which a citizen is entitled (welfare, medical
         benefits, etc.).

     o   Three of India's 26 states have issued requests for proposals related
         to smart optical cards for motor vehicle registration for the purpose
         of inhibiting motor vehicle theft and preventing operators of trucks
         and buses from making counterfeit licenses. These programs call for
         vendor financing, which will determine if and when they will be
         implemented.

     o   In a trial program, building construction LaserCard licenses have been
         issued in certain cities in China to prevent counterfeit licenses from
         being used.

     A company-issued, card-based authorization or "license" is a formal
permission or right related to a commercial application, for example:

     o   In an existing application, some of the VISX, Incorporated laser
         eye-surgery equipment uses LaserCard optical memory cards as
         pay-per-use cards to initiate vision correction surgical procedures.

     o   For a potential application, the Company is developing a LaserCard
         program under which frequent travelers would receive privileges.

READING AND WRITING THE CARDS

     The optical card read/write drive contains a low-power, semiconductor diode
laser for writing (10.0 milliwatts) and reading (0.5 milliwatts) of data. The
laser is about the size of a thumbtack. The read/write drive is connected to a
personal computer as an external small computer system interface, or SCSI,
device. Information is recorded when the read/write drive focuses the laser beam
through the upper clear layer of the card, forming microscopically small spots
in linear tracks on the Drexon material. The recorded spots represent digital
data, the language of computers. Since the read/write drive is connected to a
PC, data can be entered onto the LaserCard via computer keyboard, from the
computer's memory, from the Internet, and from intranet computer networks.

DATA STORAGE CAPACITY

     A byte is a unit of computer storage--the amount of memory needed to store
a single number or letter. A megabyte is 1,000,000 bytes; a kilobyte is 1,000
bytes. The digital data storage capacity of the LaserCard is determined by the
spot size, track pitch, and width of the Drexon optical stripe used in the card.
The standard spot size is 2.5 microns and the standard track pitch is 12
microns. A micron is 1/1,000 of a millimeter, or about 1/75 the width of a human
hair. The smallest size spot the human eye can see is about 20 microns. Two card
products conforming to international standards are manufactured by the Company:
a 16-millimeter stripe LaserCard (1.5 megabyte capacity) and a 35-millimeter
stripe LaserCard (4.1 megabyte capacity). The LaserCard itself is the size of a
conventional credit card.

     A significant portion of the LaserCard's total data capacity is used for an
error detection and correction, or EDAC, algorithm. EDAC is routinely used in
various data storage and transfer methods to compensate for data errors
resulting from transmission errors, surface scratches above the recording
material, or contamination such as dust or fingerprints. EDAC is automatically
added to data written onto the LaserCard, to achieve written data error rates of
less than one in a trillion.


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     The resulting data storage capacities are 2.86 megabytes of "user" capacity
for the standard 4.1 megabyte LaserCard and 1.1 megabytes of "user" capacity for
the 1.5 megabyte LaserCard. The 16-millimeter stripe LaserCard with 1.1
megabytes of user capacity can be employed in conjunction with a
microcontroller/microprocessor chip to create a PC-like, hybrid smart card,
which the Company calls a Smart/Optical(TM) card.

     The amount of information that can be stored on the LaserCard varies
depending upon the type of digital file, file compression algorithm, formatting
parameters, and data encoding sector size. Typically, a 4.1 megabyte LaserCard
can store more than 1,200 digital text pages or 200 scanned text pages. If the
LaserCard is used in a transaction-based application (payment cards, access
cards), more than 35,000 transactions could be recorded.

     The 4.1 megabyte LaserCard has a hundred times the storage capacity of a 32
kilobyte integrated circuit (IC) smart card and over 10,000 times the capacity
of a magnetic-stripe card.

PRERECORDING

     Another feature of the LaserCard is its recordability both during and after
the card manufacturing process. Since photographic film is the base material
from which Drexon is made, photolithography is used during the manufacturing
process to prerecord optical digital data, graphics, and formatting such as
tracks and other indicia, while the film is still photosensitive. Later, after
the film is chemically processed to become Drexon media and is made into cards,
data can be laser recorded or updated at any time--even over a period of years
(such as a health history card).

CARD DURABILITY

     Unlike most other types of digital storage media, the LaserCard can be
manufactured to withstand temperatures of 100o C (212o F) for extended periods.
Additionally, its ability to withstand flexure exceeds that of conventional
credit cards. And, since the LaserCard is a nonvolatile data storage medium, it
is unaffected by static electricity, application of voltage, or other
electromagnetic interference.

     Testing has indicated that, when protected by an appropriate envelope, the
LaserCard is not normally damaged by the usual dust particles, grime, and
scratches common to other types of cards carried in a wallet environment. The
ISO/DELA Standard (discussed below) uses a pit center data detection scheme for
the highest reliability in reading and writing, coupled with a powerful EDAC
code to maximize the life of the LaserCard.

     The longest running LaserCard programs have been the U.S. Department of
Defense "Automated Manifest" card (since 1993) and the VISX, Incorporated eye
surgery system VisionKey(R) card (since 1992).

CARD SECURITY

     The level of data security used with the LaserCard would depend upon the
type of application. Storing automobile maintenance records requires little or
no data security. However, very high security features are required for
government-issued ID cards, visas, immigrant work permits, company-issued
licenses or permits, and for the protection of confidential information such as
medical records and other personal data. The LaserCard's relatively high storage
capacity accommodates the use of multiple, nonerasable, security safeguards in
addition to holding all of the user data and an audit trail. These security
measures include eye readable and computer readable security features to enhance
data security, confidentiality, and resistance to counterfeiting and data
tampering.

     The LaserCard is a multiple-security-feature, digital identity card
solution that offers customers the capability of utilizing all or any
combination of the following security features on the same card:

     o    It can be upgraded time and again to deter data tampering and
          high-tech counterfeiters.

     o    It can store PC-readable (digitized) face photographs, signatures,
          biometric data, and text.


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     o    It can permanently contain an "audit trail" of all digital data
          recorded on the card--even data that is thought to be "erased" by the
          user.

     o    It can utilize a patented process of uniquely laser-engraving an
          "eye-readable" image of the cardholder's face, biographic data,
          signature, document number, and card expiration date.

     o    It can have a unique, laser-engraved, sequential identification
          number.

     o    It can store precise, high-resolution microimages during the card
          manufacturing process--for example, images of all U.S. presidents and
          all state flags, as in the Department of State (Dos) and INS cards.

     o    It can store digital certificates, digital signatures, and public and
          private cryptographic keys based upon public key infrastructure for
          use with the Internet, intranets, or extranets for verifying identity.

     BIOMETRICS, DIGITIZED PHOTOS, PINs, AND DEDICATED SYSTEMS. Various
computer-readable security safeguards that can be used with the LaserCard
optical memory card include many biometric identifiers on the same card--such as
digitized iris or retina scans, signatures, fingerprints, and hand geometries;
digitized color photographs; biographic data; and one or more personal
identification numbers (PINs). Combinations of these and other security features
can be recorded onto the card when it is initialized by the card issuer, for
later authentication of the card when it is in actual use. Also, the Company can
factory-prerecord dedicated interface codes onto the cards' embedded optical
memory stripe so that cards without these codes will not function in dedicated
equipment, or vice versa.

     DATA SEGMENTATION, SECURITY SOFTWARE, AND ENCRYPTION. If desired, data
storage on the LaserCard can be segmented by type of information stored (for
example, patient records separated from insurance information or pharmacy
records) so that access to each type of data can be controlled separately. In
addition, software products are available that can be used with the LaserCard to
protect computer-based data against unauthorized access. Further, for
applications that warrant cryptography, all data can be recorded onto the
LaserCard using data encryption algorithms. The Company's hybrid, PC-like Smart/
Optical(TM) card--with a microprocessor and over 1 megabyte of updatable optical
memory--could be used to store digital signatures, digital certificates, and
cryptographic keys such as public key infrastructure for Internet e-commerce, as
well as multi-application programs and software upgrades.

     AUDIT TRAIL. Because the LaserCard contains an updatable, nonvolatile WORM
memory (write-once, read-many times) that is recorded permanently, the card can
hold a complete audit trail of data, changes, updates, and deletions. This can
be achieved using software--to allow access to previously recorded files and, if
desired, to record all attempts to access data from the LaserCard.

     MATCHING, EYE READABLE IMAGES. The LaserCard uniquely offers this key
security feature for maximum counterfeit-resistance. Cardholder-specific
information (typically, the cardholder's face photograph, name, signature,
number, or other identifying information) is laser-engraved onto the card's
reflective stripe (through the card's protective transparent polycarbonate
layer). These laser-engraved visual images provide an ultra-secure, matching
reference to the identical cardholder-specific images thermally printed
elsewhere on the card. These permanent, eye readable, laser-engraved images are
recorded when the card is issued, using a specially programmed, standard optical
card read/write drive. The United States INS and Department of State both
currently use this visual image technology. For high-speed checking of cards at
the United States/Mexico border, the eye-readable, laser-engraved images
facilitate the immigration inspectors' job of quickly verifying cards.

     MICROPRINTING, THERMAL PRINTING, AND OTHER SECURITY ADD-ONS. Using
photolithography, microimages (readable with magnifiers) can be factory
prerecorded onto the LaserCard's optical stripe as further deterrents against
counterfeiting. Examples include complex optical watermarks, emblems, seals, and
logos. Later, using digital identification technology and commercially available
thermal printers, visual data and images can be thermally printed directly onto
the back of the LaserCard at the time the card is initialized (i.e., during card
issuance). Visual data could include the cardholder's name and address, a face
photograph (in full color or black and white), signature, or other information.
Various other security options that can be added to the LaserCard include
conventional holograms, OCR-B (optical character recognition), bar codes, serial
numbers, etc.


                                       8
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INTERNATIONAL STANDARDS

     Standardization of optical memory cards allows interchange of the digital
information encoded on the cards and facilitates compatibility among optical
memory card systems. The Company participates in optical card standards
activities in the United States and internationally. The standard format under
which the Company's optical memory cards operate is called the DELA Standard (so
named by the Drexler European Licensees Association). Shown below is the current
status of optical memory card standards under ISO/IEC (the International
Organization for Standardization/International Electrotechnical Committee) and
ANSI (the American National Standards Institute). The LaserCard optical memory
card system, featuring the DELA Standard format, complies with all of the
documents listed.

     o    ISO/IEC 11693 (2000) describes the general characteristics of optical
          memory cards. This approved international standard was first published
          in 1994.

     o    ISO/IEC 11694-1 (2000) describes the physical characteristics of the
          card, such as height, width, thickness, etc. This approved
          international standard was first published in 1994.

     o    ISO/IEC 11694-2 (2000) describes the dimensions and location of the
          accessible area--the area on the card where data writing/reading
          occurs. This approved international standard was first published in
          1995.

     o    ISO/IEC 11694-3 (2001) describes the optical properties and
          characteristics of the card and provides the technical specifications
          which allow interchange. This approved international standard was
          published in 1995.

     o    ISO/IEC 11694-4 (2001) describes the logical data structure on the
          card and defines the method of writing and reading card data. This
          approved international standard was published in 1996.

     o    In the United States, ANSI has adopted all of the above ISO Standards
          as ANSI/ISO Standards.

LASERCARD(R) PRODUCTS

CARD MANUFACTURING

     LaserCard optical memory cards are manufactured by the Company in Mountain
View, California. The optical memory card manufacturing plant is designed to
permit step-by-step expansion of production capacity, depending upon type of
card, color-printing specifications, and numerical serialization requirements.
See Item 7, "Management's Discussion and Analysis of Financial Condition and
Results of Operations" regarding card production capacity. The Company produced
and sold approximately 5.6 million cards in fiscal 2002, 5.9 million cards in
fiscal 2001, and 4 million cards in fiscal 2000. The Company also produces
additional quantities of cards for distribution at trade shows as marketing
samples.

     To maintain adequacy of raw material supplies, the Company attempts to
establish ongoing relationships with principal suppliers and obtains information
about alternate suppliers. The Company maintains raw materials inventory levels
that take into account current expected demand, order-to-delivery lead times,
supplier production cycles, and minimum order quantities. To enable the Company
to plan raw material inventory levels, quotes to potential customers generally
provide for certain advance payments upon placing purchase orders with the
Company.

PRODUCT EVOLUTION

     The Company continues to add features to its optical memory card products,
making them much more than simple, digital data storage devices. The Company has
enhanced its optical memory card manufacturing capabilities to meet evolving
international standards and, for some applications, to add security printing,
sequential serial numbers, bar coded data, laser-engraved eye-readable images,
signature panels, and magnetic stripes onto the cards, if specified. In
addition, "chip ready" optical memory cards can be purchased from the Company,
for insertion of IC chips to create PC-like, hybrid Smart/Optical(TM) cards. The
Company intends to continue its research and development efforts to evolve its
products and services to meet changing market needs or to create new markets for
optical cards.


                                       9
<PAGE>

MARKETING

     CHANNEL MARKETING, CUSTOMER BASE, AND TECHNICAL SUPPORT. LaserCard Systems
Corporation (LSC), a wholly owned subsidiary of Drexler Technology Corporation,
markets the Company's products, primarily through value-added resellers (VARs)
and licensed card distributors in the United States and other countries. VARs
and licensees purchase optical cards, card read/write drives and other
peripherals, and system software from the Company. VARs/licensees may add value
in the form of services, application-specific software, personal computers, or
other peripherals, and then resell these products as integrated systems.

     During fiscal 2002, the Company sold LaserCard products or provided
services to approximately 32 customers located in seven states and 15 foreign
countries. Due to the Company's large U.S. government and commercial orders
during the past three fiscal years, sales of the Company's LaserCard products in
the U.S.A. were 95% of net sales for fiscal 2002, 85% of net sales for fiscal
2001, and 97% of net sales for fiscal 2000. However, the Company believes that
international markets will be an important source of product sales and license
revenue in the future. Substantially all foreign product sales have been made
through VARs and licensed distributors.

     LaserCard marketing operations are conducted through the Company's offices
in California, New York, and France, and through the LaserCard Systems Web site
at www.lasercard.com, which supports worldwide marketing activities. The
Company's marketing staff, general management, and technical personnel work
closely with customers. LSC also provides customer technical support related to
optical card system integration, software, sales, and maintenance. This
technical support is provided by a staff of software, engineering, and
administrative professionals.

     MARKETING FOCUS. In addition to its focus on U.S. homeland security
programs such as the INS Green Card and U.S. Department of State Laser Visa
card, the Company plans to continue pursuing card markets and applications such
as:

     o    Foreign government visa, passport, identification, motor vehicle
          registration, and building construction permit programs; medical
          record card applications; multi-function card programs involving
          financial transactions; and high security, high value, electronic
          commerce over networks, including the Internet.

     o    Multi-application cards for frequent airline travelers to obtain
          services at airports.

     o    Pay-per-use LaserCard "tickets" for scheduling, queuing, setting time
          limits, and maintaining a time-and-date log of utilization of an
          item--such as equipment, machinery, facilities, or system, where the
          users pay the lessor or licensor only when the item is actually
          utilized (minutes, hours, days, weeks).

SOFTWARE PRODUCTS

     The Company believes that its proprietary optical memory card software
provides a strong competitive advantage in developing digital governance
markets. The Company's system software consists of optical memory card interface
software/device drivers, file systems, software development tools, demonstration
software, and an application software program. To date, the Company's software
development has been completed concurrent with the establishment of
technological feasibility and, accordingly, all software development costs have
been charged to research and engineering expense in the accompanying statements
of income.

     LSC develops LaserCard-related system software such as device drivers, file
system DLLs (dynamic link libraries), and custom software tools to enhance
read/write drive integration. LSC also offers contract service support to VARs
that require custom programming in the development and integration of their
LaserCard applications. LSC provides software for demonstrating data storage,
medical, and security concepts involving the LaserCard, software-development
tools for related peripherals, and a card issuance application software package.
The Company continues to upgrade its software capabilities.

     SYSTEM SOFTWARE

     System software controls or facilitates the basic operations and read/write
functions of optical memory card drives so that they can interface directly with
personal computers.

     WINDOWS 3.x/DOS DEVICE DRIVER SOFTWARE. A device driver is system software
that translates operating system commands so that the optical card read/write
drive emulates an erasable drive. LaserCard device drivers save VARs and


                                       10
<PAGE>

customers considerable custom-software development time because existing
application software can be modified for LaserCard applications.

     WINDOWS NT DEVICE DRIVER SOFTWARE. This device driver, developed by LSC's
engineering staff, allows the LaserCard to be used with computers operating
under Windows NT, a widely used network operating system. The NT device driver:

     o    Provides compatibility between device drivers--files written to the
          LaserCard using the DOS/Windows 3.x driver are compatible with the
          Windows NT driver, and vice versa.

     o    Enables use of LaserCard with network software sold by Microsoft,
          Novell, and others.

     o    Supports multitasking applications and background read/write drive
          operation.

     o    Facilitates the first-ever connectivity of optical card read/write
          drives to multiple hardware platforms (such as Intel x86, DEC Alpha,
          IBM Power PC).

     o    Functions with application software compatible with Windows NT.

     LASERCARD FILE SYSTEM (LCFS) DLL SOFTWARE. The LCFS DLL is a complete
software development package that supports Windows(R) 3.x, Windows(R) 95,
Windows(R) 98, Windows(R) NT, and the Linux operating system. The LaserCard File
System itself is independent of any operating system; therefore, it can be
ported to an operating system along with the application, while retaining
compatibility with previously written optical memory cards and the application.
LCFS can optimize the LaserCard's WORM recording medium without the constraints
of a DOS or Windows or Linux file structure. Since LCFS is not part of an
operating system (as device drivers are), access to the card is available only
from the software application that created the data on the optical card or from
a related application.

     The LCFS DLL is used to develop LaserCard applications with enhanced
security features that can prevent direct access to files on the optical memory
card. Before granting access to any particular file, the application prompts the
user for the password relating to that file and will deny access if the proper
password is not entered. Features of the LaserCard File System DLL include:

     o    Enables use of the LaserCard with database management systems of
          Microsoft, Oracle, Sybase, and others.

     o    Permits writing of LaserCard application programs under software
          languages such as Visual Basic, C++, and others.

     o    Generates up to 16 partitions for highly secure, password protected,
          multiple application cards.

     o    Enables LaserCard file format to be operating-system independent.

     o    Supports multiple sector size recording to optimize data capacity.

          Note: Windows, Windows 95, Windows 98, and Windows NT are trademarks
of Microsoft Corporation.

     APPLICATION SOFTWARE

     Application software is an important factor in developing commercial
markets for optical memory cards because it directs computers to do specific
tasks related to the customer's end-user application for the LaserCard (such as
storing a health record). Typically, the Company's VARs and/or their customers
develop software for specific end-user applications. In this role, VARs may
integrate optical card products into existing software products, write new
application software for specific optical memory card programs, or license
software from other VARs. Several VARs have written optical card software
programs for applications.

     LASERBADGE(TM) APPLICATION SOFTWARE. In addition to developing
system-related software, LSC has developed a complete LaserCard issuing
application, in coordination with an existing commercial software company.
Called LaserBadge(TM), the application is a card personalization and data
management software package that uses an existing ODBC (open database
connectivity)-compliant database to print and optically encode personal data
onto the LaserCard. This


                                       11
<PAGE>

software package is offered for sale to all VARs, allowing them to integrate the
LaserBadge into their end-user application for printing and encoding of the
LaserCard.

OPTICAL CARD READ/WRITE DRIVES

     Optical memory cards are used in conjunction with a card read/write device
(drive) that connects to a personal computer. The price, performance, and
availability of read/write drives are factors in the commercialization of
optical cards. The Company sells read/write drives to VARs and other customers
for less than three thousand dollars per unit, and these units generally include
the Company's interface software/device drivers. In fiscal 2002, the prices were
reduced by 20% for typical purchase quantities.

     During fiscal 2000, the Company established in-house capabilities in
read/write drive assembly and design. Previously, the Company purchased
assembled drives from a licensee in Japan, Nippon Conlux Co., Ltd. ("Conlux"),
which was a sole supplier of the drives. The Company completed the acquisition
for cash of Conlux's read/write drive manufacturing facility (manufacturing
tooling, equipment, etc.), transferred the facility to Mountain View,
California, and is producing drives locally. Initially, the Company purchased
sets of parts from Conlux for assembly in the United States. Currently, the
Company purchases read/write drive parts from vendors it has qualified.

     With LaserCard read/write drive assembly and design now under the Company's
direct control in Silicon Valley, lower cost drives, customer-optimized drive
systems, and drive systems with advanced security features are expected to
emerge. Also, the Company now can more quickly provide quotations for larger
quantities of read/write drives or customized drives. However, the Company can
give no assurance that increased read/write drive production or enhanced drive
capabilities will occur in the near term or that high volume sales and lower
prices will result.

PERIPHERALS

     LSC purchases and resells the following application-specific peripherals:

     o    Dye-diffusion color card printers for printing of eye readable photos,
          graphics, and text in black and white or color onto cards.

     o    Digital biometric identity verification systems (hand geometry,
          fingerprint, and signature verification systems) for comparing a
          unique biometric identifier stored on the LaserCard with that of the
          card user.

     o    X-ray scanners.

     o    Electronic digital video cameras for storing computer readable photos
          in color.

COMPETITION

     The Company's optical memory cards compete with optical memory cards made
by a licensee (Optical Memory Card Business Corporation) and with other types of
portable data storage cards and technologies used for the storage and transfer
of digital information. These alternatives may include integrated circuit (IC)
cards, 2-dimensional bar code cards and symbology cards, magnetic-stripe cards,
CD-read only cards or recordable cards, PC cards, and small, digital devices
such as data-storage keys, tokens, finger rings, and small cards and tags. The
financial and marketing resources of some of the competing companies are greater
than the Company's resources.

     Competitive product factors include system/card portability,
interoperability, price-performance ratio of cards and associated equipment,
durability, environmental tolerance, and card security. Although the Company
believes its cards offer key technological and security advantages, the current
price of optical card read/write drives is a competitive disadvantage to the
Company in some markets because alternative technologies typically have lower
priced drives. In addition, in countries where the telecommunications
infrastructure is extensive and low cost, centralized databases and wide-area
networks may limit the penetration of optical memory cards. These trends toward
Internet, intranet, and remote


                                       12
<PAGE>

wireless networks will preclude some potential applications for the Company's
cards but, on the other hand, may create market opportunities in other areas
such as information security and card personalization via the Internet.

     The Company believes that the LaserCard's storage capacity, read/write
capability, price-performance ratio, rugged card construction and flexibility,
optional technology add-ons, ability to store audit trails, and resistance to
counterfeiting and tampering make the LaserCard a viable choice for a variety of
digital card applications. These include high security ID-based card systems for
federal, state, and foreign governments, pay-per-use licenses/permits, and
medical data uses.

     IC CARDS. The LaserCard competes in some applications, such as the
identification card market, with cards that contain an integrated circuit (IC)
microprocessor and memory. These are known as "smart cards," "IC cards," or
"chip cards." The IC card is more vulnerable to tampering and can be more easily
damaged in everyday use, whereas the Company's card construction and the use of
polycarbonate plastic make the LaserCard more rugged. Also, a 32-kilobyte IC
card can store less than 2% of the amount of data storable on a LaserCard
optical memory card.

     IC card prices and performance vary widely. The IC card uses a much lower
cost read/write drive than is used with an optical card, whereas a typical smart
card containing a 32-kilobyte IC and a microprocessor is higher priced than the
Company's 4.1 megabyte optical memory card. Because of their low-priced
read/write drive, IC cards containing a 32-kilobyte IC and a microprocessor are
particularly competitive in systems using one-card per read/write drive and in
the markets for financial-transaction and telephone systems. The IC card was
invented five years before the LaserCard and has a greater installed base
outside of North America. Low-storage capacity IC cards are currently used as
telephone cards and point-of-sale cards, particularly in Europe. Low-storage
capacity cards for telephones and for bank debit/cash card systems are not
markets for the Company's cards. However, for multi-function applications, the
Company currently offers "chip ready" optical cards to which an IC can be added,
creating a PC-like, hybrid smart card, called a Smart/Optical(TM) card.

     OTHER CARD PRODUCTS. Read/write magnetic-stripe cards and read-only memory
cards such as 2-dimensional bar code cards and symbology cards are lower priced
and compete with the Company's read/write optical memory cards for certain
markets, such as identification cards. However, the Company's cards have
significantly higher storage capacity and offer unique security features to
deter counterfeiting and data tampering. Commercial magnetic-stripe cards are
relatively easy to duplicate and, because they are erasable and rerecordable,
are highly susceptible to unauthorized erasure and alteration. Two-dimensional
bar codes on cards and other symbology cards store relatively small amounts of
data compared to the LaserCard and are not recordable/updatable after they are
issued. Moreover, some of these alternative technologies--such as magnetic
stripes, IC chips, and bar codes/symbology--can be incorporated into the
Company's optical memory cards, thereby adding additional performance features
to the LaserCard. In 2000, a small company announced it was developing a 5
megabyte magnetic card. However, the Company believes that magnetic-based cards
(which are easily erasable) probably would not have the high security
features/audit trail required for government ID cards or the security and audit
trail features required for medical record cards. Experimental card technologies
probably are under development at other companies.

     There also are high capacity, high cost storage cartridges called PCMCIA
(Personal Computer Memory Card Industry Association) cards, or PC cards, that
are used in personal computer applications, for example, data-storage devices
for portable computers. Because they are structurally rigid, thick, and
significantly higher in cost, PC cards are not considered competitive with the
LaserCard for low cost, wallet-card applications. Other small, digital
devices--such as data-storage keys, tokens, finger rings, and small cards and
tags--are viable alternatives for some card-based applications. Competitive
factors include system/card portability, interoperability, price-performance
ratio, and environmental tolerance.

     OTHER OPTICAL MEMORY CARDS AND EQUIPMENT. Under a royalty-bearing license
from the Company, Optical Memory Card Business Corporation (OMCBC), a Japanese
company, makes and sells optical memory cards in competition with the LaserCard.
Another Japanese company, Canon Inc., also purchased a license from the Company
to make optical memory cards and equipment; however, Canon apparently is no
longer actively selling these products. Japan-based Olympus Optical Co., also a
licensee of the Company, has produced its own optical card equipment, although
it is not believed to be doing so currently, and has purchased cards from OMCBC,
which Olympus partially owns.


                                       13
<PAGE>

     The Company's LaserCard utilizes the ISO/DELA format developed by the
Company in conjunction with a group of its licensees. Canon's optical memory
card used the ISO/SIOC format developed by Canon. Although both card formats
meet the ISO Standard, the Company's ISO/DELA format and the Canon ISO/SIOC
format are not functionally compatible. The Company believes that its ISO/DELA
format offers some performance advantages over Canon's ISO/SIOC format. Olympus
Optical has manufactured and sold ISO/SIOC read/write drives and nonstandard
drives and is capable of producing an optical card read-only drive.

     The Company produces ISO/DELA format cards and read/write drives. Dai
Nippon Printing Co., Ltd. (the principal owner of OMCBC) produces optical memory
cards using the ISO/SIOC format, in addition to cards using the ISO/DELA format,
and is capable of producing the nonstandard Olympus format. At least several
times as many ISO/DELA cards have been manufactured and sold than ISO/SIOC
format cards. Nevertheless, ISO/SIOC format cards and read/write drives have
been sold in competition with Company products, and the marketing resources of
Dai Nippon Printing, Canon, and Olympus Optical are substantially greater than
those of the Company. The Company also believes that it currently offers
competitive advantages in areas such as system integration, system software,
customer support services, and as the only company that manufactures both
optical memory cards and read/write drives.

     More than five years ago, a number of firms disclosed the development of
alternative optical cards, including Asahi Chemical, Polaroid, Sony, and Toppan
Printing. However, the Company is not aware of any current optical memory
card-related commercial activities by those firms. During the past several
years, prerecorded read-only optical cards functioning with CD players have been
used as high-data capacity, 1.2-millimeter thick, "business cards" containing
promotional materials. On June 12, 2000, Philips, Sony, and Taiyo Yuden
announced a customer-recordable version of these thick, rigid, promotional-data
cards based upon the widely used CD-recordable format; however, they do not meet
the ISO Standards for either credit cards or identification cards. Also in 2000,
it became known that a small company is developing a high-data capacity,
ultraviolet-laser recordable, read-only, optical memory disk and optical memory
card that would be read with a second laser operating in the visible or
near-infrared wavelength. That company's news releases imply a primary focus on
disks.

LICENSING

     The Company has developed a portfolio of U.S. and foreign patents which
have generated a total of over $40 million in license fee revenues through
license agreements related to optical memory cards, equipment for using the
cards, optical data storage, and other aspects of the Company's patents. The
Company presently offers nonexclusive, royalty bearing licenses for optical card
read/write drive manufacture, for assembly of read/write drives from kits, for
optical card finishing using Company-supplied materials, and for card
manufacturing. In the past, the Company also offered card distribution licenses
to create distributors, in selected regions of the world, that can buy cards
wholesale from the Company at prices lower than those charged to VARs.

     In the past, the Company sold two $10 million, nonexclusive, royalty
bearing, patent licenses for optical memory card manufacture--one in fiscal 1989
to Canon Inc., and one in fiscal 1991 to Optical Memory Card Business
Corporation (OMCBC), a Japanese company formed by four companies--Dai Nippon
Printing Co., Ltd. along with three of the Company's read/write drive equipment
licensees. OMCBC is a competitive manufacturer of optical memory cards and an
alternate, second-source supplier to the Company's customers for optical cards
that are compatible with the Company's cards.

     Fiscal 2000 license revenue included $119,000 realized from the sale of a
license in Italy to assemble optical card reader/writers using parts kits
supplied by the Company. Fiscal 2001 license revenue included $712,000 from the
Italian read/write drive assembly license and $1,465,000 realized from the sale
of a digital sound patent license. (See Note 6 to the Consolidated Financial
Statements.) Fiscal 2002 license revenue included $1,206,000 recognized on
digital sound patent licenses and $119,000 realized from the Italian read/write
drive assembly license.

     The Company conducts its licensing efforts on a selective basis. The
timing, number, type, and magnitude of future license sales, if any, cannot be
predicted or inferred from past events. There is no assurance that any of the
Company's patent licensing efforts will be successful.


                                       14
<PAGE>

OTHER MATTERS

RESEARCH AND ENGINEERING EXPENSES

     Research and engineering expenses were $3,045,000 for fiscal 2002,
$2,370,000 for fiscal 2001, and $1,299,000 for fiscal 2000. See Item 7,
"Management's Discussion and Analysis."

PATENTS

     OPTICAL DATA STORAGE. As of March 31, 2002, the Company owned over 40 U.S.
patents relating to optical data storage (including optical storage media,
optical cards, formats, equipment, systems, software, the utilization of optical
storage media, and e-commerce technology). Other U.S. patent applications have
been filed, including five related to the field of e-commerce technology.
Approximately 60 counterpart patents of certain U.S. patents are issued in
various foreign countries. However, the Company owns certain U.S. patents as to
which foreign counterparts have either not been filed or the examination process
has been terminated without issuance of the foreign patents. From time to time,
the Company elects to allow some of its U.S. or foreign patents to expire when
maintenance fees become due, if the patents are deemed no longer relevant. In
addition to its patents, the Company protects as trade secrets some refinements
to the Drexon medium and cards and knowhow related to card production.

     The Company's U.S. patents have expiration dates ranging from 2002 to 2020,
with the majority expiring during the first half of this period. Counterpart
patents in foreign countries also expire during this period. Two of the three
U.S. patents that expire in 2002 have counterpart patents that expire in 2005 in
the following countries: Belgium, Canada, France, Germany, Israel, Japan, United
Kingdom, Korea, and Spain. Under its license agreement with the Company for
manufacture of optical memory cards, OMCBC's obligation to pay royalties to the
Company for use of the licensed patents ceases on December 31, 2003. Canon's
royalty obligations in connection with its licenses to manufacture optical
memory cards and reading and writing equipment expire on December 31, 2008.
however, Canon apparently is no longer actively selling these products. Other
royalty-bearing licenses sold by the Company, related to equipment for reading
and writing optical memory cards, provide for royalty payments to cease on the
last expiration date of the licensed patents. Royalty payments to the Company
from its licensees have not been significant to date. The Company cannot predict
whether the expiration or invalidation of its patents would result in the
introduction of competitive products which would affect its future revenues
adversely.

     The Company presently intends to pursue any infringement of its patents
either by litigation, arbitration, or negotiation. However, there can be no
assurance that any of the Company's patents will be sufficiently broad in scope
to afford protection from products with comparable characteristics that may be
sold by competitors in the future. There also can be no assurance that the
validity of any patents actually granted will not be challenged. In 1992, the
claims of three of the Company's issued U.S. patents successfully passed
reexamination proceedings in the U.S. Patent and Trademark Office (USPTO) after
a two-year review by the USPTO's Board of Patent Appeals and Interferences.

     "PACKET WRITING" AND DRIVE-LETTER ACCESS METHOD FOR CD-R AND DVD-R DRIVES.
In 1991, the Company was issued U.S. Patent 5,029,125 entitled, "Method of
Reading and Writing Files on Nonerasable Storage Media." Counterpart patents
were granted in Japan, Germany, France, the U.K., Italy, and Canada. The patent
relates to methods of reading and writing data files on a nonerasable (and the
equivalent) laser recordable optical disk and methods of transferring,
inputting, and outputting data files within a computer system that utilizes both
a computer memory and an optical disk, such as a CD-R or DVD-R disk. The
system/software architecture used in the patented method facilitates the use of
"packet writing" and drive-letter access and is applicable to various PC
operating systems. The invention permits a number of separate laser recordings
on a single track of an optical disk with minimum waste of data storage space
for "overhead" functions. On June 5, 1997, the Optical Storage Technology
Association (OSTA) announced the release of Universal Disk Format (UDF 1.5)
which defines support for CD-R with Windows 95 and Windows NT. OSTA stated,
"CD-R users who record disks in multiple sessions need to employ packet writing
to avoid substantial loss of storage capacity." Avoiding such a loss of storage
capacity was a significant objective of U.S. Patent 5,029,125 when filed March
7, 1989. The Company takes steps to protect its patents. During fiscal 1998 and
fiscal 2001, more than two dozen companies were put on notice by the Company
with regard to possible infringement of this patent.


                                       15
<PAGE>

TRADEMARKS

     LaserCard(R) and Drexon(R) are federally registered trademarks of Drexler
Technology Corporation.

EMPLOYEES

     As of March 31, 2002, the Company and its subsidiaries employed 117 persons
(including four executive officers). This workforce consisted of 105 persons in
administration, marketing/sales, manufacturing, and research and engineering,
plus 12 temporary personnel mainly for quality assurance inspection of cards.
None of the Company's employees is represented by a labor union.

BACKLOG

     As of March 31, 2002, the backlog for LaserCard optical memory cards
totaled approximately $16.4 million, consisting of approximately $11.1 million
in firm card orders under card supply contracts, and approximately $5.3 million
in cards produced and delivered to a secure, government-funded vault. Of the
$11.1 million amount, 85% is for U.S. government Green Cards or Laser Visas
under a U.S. government subcontract for the purchase of optical memory cards. Of
the $5.3 million amount, all are Green Cards or Laser Visas produced under this
subcontract. As of March 31, 2001, the backlog for LaserCard optical memory
cards totaled approximately $12 million, consisting of approximately $6.2
million in firm card orders under card supply contracts, and approximately $5.8
million in cards produced and delivered to a secure, government-funded vault.

     Announced in June 2000, the Company's U.S. government subcontract has an
authorized maximum of $81 million for up to 24 million cards, at an average
selling price of about $3.23 per card, over a period of up to five years. The
subcontract was received by the Company through a LaserCard VAR that is a U.S.
government prime contractor, under a competitively bid, government procurement
contract. The subcontract states that the U.S. government anticipates placing
orders in units of at least one million optical memory cards per order. The
subcontract provides for an initial one-year contract period and four additional
one-year contract options. Deliveries commenced in September 2000, and 6 million
cards have been delivered to the vault as of March 31, 2002, under this
subcontract.

     The Company's U.S. government subcontract requires delivery to a secure,
government-funded vault built on Company premises. Deliveries are made into the
vault on a fixed schedule specified by the prime contractor. At the time the
cards are delivered to the vault, title to the cards transfers to the
government, the prime contractor is invoiced, and payment is due according to
normal trade payment terms. However, revenue is recognized when the cards are
shipped from the vault to the government unless the Company receives a fixed
schedule, notification, or plan for shipments out of the vault to the
government, in which case revenue would be recognized upon the latter of receipt
of such fixed shipment schedule or delivery of the cards into the vault.

     As of March 31, 2002, the vault contained 1.7 million cards with a sales
value of $5.3 million. The $5.3 million in sales value will be recorded as
revenue and the associated costs will be recorded in cost of sales when the
cards are shipped unless the Company receives a fixed schedule, notification, or
plan for shipments out of the vault to the government, in which case revenue
would be recognized upon receipt of such fixed delivery schedule. The 1.7
million cards are owned by the U.S. government and are not included in inventory
on the Company's consolidated balance sheets. The net of the revenue value of
$5.34 million and the $2.48 million cost is recorded as deferred gross profit in
the amount of $2.86 million on the consolidated balance sheets.

FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS

     Financial information about geographic areas is described in Note 4 to Item
8, "Consolidated Financial Statements and Supplementary Data."


                                       16
<PAGE>

FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

     DEPENDENCE ON LIMITED NUMBER OF CUSTOMERS - WE DEPEND ON A LIMITED NUMBER
OF CUSTOMERS, AND THE LOSS OF THESE CUSTOMERS OR SIGNIFICANT REDUCTIONS IN THEIR
ORDERS WOULD CAUSE REVENUES TO DECLINE. We are heavily dependent on U.S.
government orders for INS Green Cards and Department of State Laser Visa cards,
representing 75% of our fiscal 2002 revenues. These two programs provide the
largest component of our currently anticipated card production. As is the case
in all U.S. government procurement, the government reserves certain rights, such
as the right to withhold releases, to reduce the quantities released, extend
delivery dates, reduce the rate at which cards are issued, and cancel all or
part of its orders. Our U.S. government card deliveries depend upon the issuance
of corresponding order releases by the government, and we believe that these
orders will continue in accordance with our government subcontract. Losses would
occur if both of our largest U.S. government programs were to be delayed,
canceled, or not extended and not be replaced by other card orders or other
sources of income, or if increases in product revenues or licenses do not keep
pace with increased marketing and R&D expenditures. VISX, Incorporated, a
non-government customer of ours since 1992, represented 7% of our fiscal 2002
revenues. Although some of its LaserCard-equipped surgery systems continued to
use our optical memory cards in fiscal 2002, VISX does not employ LaserCard
drives for system activation of its currently produced laser eye-surgery
equipment. This had an adverse effect on our revenue levels in fiscal 2001 and
2002.

     LENGTHY SALES CYCLES - SINCE THE SALES CYCLE FOR OUR PRODUCTS IS TYPICALLY
LONG AND UNPREDICTABLE, WE HAVE DIFFICULTY PREDICTING FUTURE REVENUE GROWTH.
Initial product sales to value-added resellers and other customers are generally
in small quantities, for evaluation purposes and trial programs. Obtaining
substantial, follow-on orders from these customers usually involves a lengthy
sales cycle, requiring marketing and technical time and expense with no
guarantee that substantial orders will result. This long sales cycle results in
uncertainties in predicting operating results, particularly on a quarterly
basis. In addition, since our major marketing programs involve the U.S.
government and various foreign governments and quasi-governmental organizations,
additional uncertainties and extended sales cycles can result. Contributing
factors include government regulations, bidding procedures, budget cycles, and
other factors that influence governmental policy-making and procurement.

     EXPANSION OF CARD MANUFACTURING CAPACITY - WE COULD EXPERIENCE EQUIPMENT,
RAW MATERIAL, QUALITY CONTROL, OR OTHER PRODUCTION PROBLEMS UNDER VERY
HIGH-VOLUME PRODUCTION. There can be no assurance that we will be able to meet
our maximum projected card manufacturing capacity of up to 25 million optical
memory cards per year, if and when customer orders reach that level. We have
made and intend to continue to make significant capital expenditures to expand
our card manufacturing capacity. However, since customer demand is difficult to
predict, we may be unable to ramp up our production quickly enough to timely
fill new customer orders. In addition, if we overestimate customer demand, we
could incur significant costs relating to excess capacity. When purchasing raw
materials for our anticipated optical card demand, we take into consideration
the order-to-delivery lead times of vendors and the economic purchase order
quantity for such raw materials. If we over-estimate customer demand, excess raw
material inventory can result.

     OPTICAL CARD RAW MATERIALS--SOURCES OF SUPPLY - IF WE ARE UNABLE TO BUY RAW
MATERIALS IN SUFFICIENT QUANTITIES AND ON A TIMELY BASIS, WE WILL NOT BE ABLE TO
DELIVER PRODUCTS TO CUSTOMERS ON TIME. As a result, we could lose customers, and
revenues could decline. We depend on sole source and limited source suppliers
for optical card raw materials. The ability to produce optical memory cards in
high volume in our card manufacturing plant is dependent upon maintaining
sources of supply of certain materials. Such materials include special
photographic films which are commercially available solely from Eastman Kodak
Company, of the United States; we believe that Kodak will continue to supply
such photographic films to us on a satisfactory basis and in sufficient
quantities. Plastic films used in optical memory card production are available
from one supplier in the U.S. and from multiple foreign suppliers. Processing
chemicals, inks, bonding adhesives, and packaging materials are obtained from
various U.S. and foreign suppliers.

     PRODUCTION OF READ/WRITE DRIVES; PARTS/COMPONENTS; INVENTORY LEVELS - AN
INTERRUPTION IN THE SUPPLY OF READ/WRITE DRIVE PARTS OR DIFFICULTIES ENCOUNTERED
IN READ/WRITE DRIVE ASSEMBLY COULD CAUSE A DELAY IN DELIVERIES OF DRIVES AND
OPTICAL MEMORY CARDS AND A POSSIBLE LOSS OF SALES, WHICH WOULD ADVERSELY AFFECT
OUR OPERATING RESULTS. We maintain an inventory of read/write drives and sets of
drive parts that we believe are adequate to meet customer demand. However,
several major components are custom designed specifically for the read/write
drive. For example, the optical recording head for the current drive is a custom
part obtained from one supplier; and at current production volumes, it is not
economical to have more than one supplier for this custom component. We have not
yet needed to establish drive manufacturing capability for high-volume output
levels. The ability to produce read/write drives in high-volume production, if
required, will be dependent upon maintaining or developing sources of supply of
components that meet our requirements for high volume, quality, and cost. In
addition, the we could encounter quality control or other production


                                       17
<PAGE>

problems at high-volume production of read/write drives. Purchases of read/write
drive parts are made in quantities that exceed the historical annual sales rate.
Therefore, based upon the fiscal 2002 sales quantity, we have more than
one-year's supply of read/write drive parts on hand. We purchase read/write
drive parts for our anticipated read/write drive demand and take into
consideration the order-to-delivery lead times of vendors and the economic
purchase order quantity for such parts. At March 31, 2002, read/write drive
parts and finished goods inventory totaled $3.4 million compared with $2.2
million at March 31, 2001. During fiscal 2003, we expect to purchase an
additional $500,000 in read/write drive parts necessary to complete the
currently planned production of drives. Including about 585 drives in finished
goods inventory, approximately 800 read/write drives of the current design can
be assembled from this parts inventory. We believe there is a market for the
read/write drives. However, since potentially lower cost read/write drive
designs may become available from us before the parts are utilized, a portion of
this inventory could be written down if we determine that the market price of
drives would need to be reduced for the read/write drive design containing those
parts.

     PRICE OF READ/WRITE DRIVES - IF WE ARE UNABLE TO PRODUCE AND SELL
READ/WRITE DRIVES IN VOLUME AND AT PRICES COMPETITIVE WITH ALTERNATE
TECHNOLOGIES, OUR OPERATING RESULTS COULD BE HARMED. The price of read/write
drives is an important factor in the commercialization of optical cards. Prior
to fiscal 2002, we had been selling read/write drives for less than three
thousand dollars per unit in quantities of six or more, and these units
generally include our interface software/device drivers. In fiscal 2002, we
reduced the selling price for these read/write drives by about 20% for typical
purchase quantities in an effort to develop a broader market and customer base
for LaserCard optical memory cards. Also, we have undertaken product development
programs for a new, upgraded, potentially less expensive read/write drive and a
read-only drive. However, there can be no assurance that these development
programs will be successful, that production of any new design will occur in the
near term, or that significantly lower prices and higher volume sales will
result.

     TECHNOLOGICAL CHANGE - IF WE ARE UNABLE TO ADAPT TO TECHNOLOGICAL CHANGES
IN THE DATA CARD INDUSTRY AND IN THE INFORMATION TECHNOLOGY INDUSTRY GENERALLY,
WE MAY NOT BE ABLE TO EFFECTIVELY COMPETE FOR FUTURE BUSINESS. The information
technology industry is characterized by rapidly changing technology and
continuing product evolution. The future success and growth of our business will
require the ability to maintain and enhance the technological capabilities of
the LaserCard product line. There can be no assurance that the products
currently sold or under development will remain competitive or provide sustained
revenue growth.

     PATENT PROTECTION - IF WE FAIL TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS,
COMPETITORS MAY BE ABLE TO USE OUR TECHNOLOGIES, WHICH COULD WEAKEN OUR
COMPETITIVE POSITION, REDUCE REVENUES, OR INCREASE COSTS. We rely on a
combination of patent, trademark, and trade secret laws, confidentiality
procedures and licensing arrangements to establish and protect our proprietary
rights. Our existing and future patents may not be sufficiently broad to protect
our proprietary technologies. Despite our efforts to protect proprietary rights,
policing the unauthorized use of our products is difficult, and we cannot be
certain that the steps we have taken will prevent the misappropriation or
unauthorized use of our technologies, particularly in foreign countries where
the laws may not protect proprietary rights as fully as U.S. law. Any patents we
may obtain may not be adequate to protect our proprietary rights. Our
competitors may independently develop similar technology, duplicate our
products, or design around any of our issued patents or other intellectual
property rights. Litigation may be necessary to enforce our intellectual
property rights or to determine the validity or scope of the proprietary rights
of others. This litigation could result in substantial costs and diversion of
resources and may not ultimately be successful. We cannot predict whether the
expiration or invalidation of our patents would result in the introduction of
competitive products which would affect our future revenues adversely.

     COMPETITION - THE MARKETS FOR OUR PRODUCTS ARE COMPETITIVE, AND IF WE ARE
UNABLE TO COMPETE SUCCESSFULLY, REVENUES COULD DECLINE OR FAIL TO GROW. Our
optical memory cards compete with optical memory cards made by a licensee of
ours and with other types of portable data storage cards and technologies used
for the storage and transfer of digital information. These may include
integrated circuit/chip cards; 2-dimensional bar code cards and symbology cards;
magnetic-stripe cards; thick, rigid CD-read only cards or recordable cards; PC
cards; and small, digital devices such as data-storage keys, tokens, finger
rings, and small cards and tags. The financial and marketing resources of some
of the competing companies are greater than our resources. Competitive product
factors would include system/card portability, interoperability,
price-performance ratio of cards and associated equipment, durability,
environmental tolerance, and card security. Although we believe our cards offer
key technological and security advantages, the current price of optical card
read/write drives is a competitive disadvantage in some of our targeted markets.
In addition, in countries where the telecommunications infrastructure is
extensive and low cost, centralized databases and wide-area networks may limit
the penetration of optical memory cards. These trends toward Internet, intranet,
and remote wireless networks will in some cases preclude potential applications
for our cards. Also see the Competition section appearing earlier in this
report.


                                       18
<PAGE>

     HISTORICAL LOSSES - WE HAVE INCURRED NET LOSSES IN THE PAST, MAY INCUR
LOSSES IN THE FUTURE, AND MAY NOT BE ABLE TO GENERATE SUFFICIENT NET REVENUE IN
THE FUTURE TO ACHIEVE AND SUSTAIN PROFITABILITY. As of March 31, 2002, we had an
accumulated deficit of $8,099,000. Although we have operated profitably from
fiscal 1999 through fiscal 2002, we have incurred significant losses in the
past, including in fiscal 1997 and 1998. We are relying upon our optical memory
card technology to generate future product revenues, earnings, and cash flow. If
an alternative technology emerges or if we are otherwise unable to compete, we
may not be able to achieve and sustain profitability on a quarterly or annual
basis. Losses would occur if our two largest U.S. government programs were to be
delayed, canceled, or not extended and not replaced by other card orders or
other sources of income, or if increases in product revenues or licenses do not
keep pace with increased marketing, research and development, and capital
expenditures.

     STOCK PRICE VOLATILITY - THE PRICE OF OUR COMMON STOCK IS SUBJECT TO
SIGNIFICANT VOLATILITY. This volatility may be due to fluctuations in revenues,
earnings, liquidity, press coverage, financial market interest, and stock market
conditions, as well as changes in technology and customer demand and
preferences.

     UNFORESEEN EVENTS - ACTS OF TERRORISM OR WAR MAY ADVERSELY AFFECT OUR
BUSINESS. Acts of terrorism, acts of war, and other unforeseen events may cause
damage or disruption to our properties, business, employees, suppliers,
distributors, resellers, and customers, which could have an adverse effect on
our business, financial condition, and operating results. Such events may also
result in an economic slowdown in the United States or elsewhere, which could
adversely affect our business, financial condition, and operating results.

ITEM 2.  PROPERTIES

     As of March 31, 2002, approximately 45,000 square feet of floor space are
leased by the Company for card manufacturing, read/write drive production,
administration, sales, and research and engineering, in three buildings located
in Mountain View, California. These facilities have a current total annualized
rental of approximately $1,170,000 on leases that expire on various dates from
2004 to 2006. The Company also leases a small marketing office in France.
Management believes these leased buildings to be satisfactory for its present
operations. Upon expiration of the leases, management believes that these or
other suitable buildings will be able to be leased on a reasonable basis.

ITEM 3.  LEGAL PROCEEDINGS

     There are no material pending legal proceedings to which the Company is a
party or of which its property is a subject.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no matters submitted to a vote of security holders during the
fourth quarter of fiscal 2002.


                                       19
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK
         AND RELATED STOCKHOLDER MATTERS

     The Company's only class of common stock, $.01 par value, is traded on The
Nasdaq Stock Market(R) under the symbol DRXR and is quoted in THE WALL STREET
JOURNAL and other newspapers. The table below sets forth the high and low trade
prices for the Company's common stock (rounded to two decimal points) as
reported by Nasdaq during the fiscal periods indicated.

<TABLE>
<CAPTION>
                                          Quarterly Stock Prices (Unaudited)
                                          ----------------------------------

                                   Fiscal Year 2001                 Fiscal Year 2002
                                   ----------------                 ----------------
                              High Trade       Low Trade      High Trade       Low Trade
                              ----------       ---------      ----------       ---------
<S>                            <C>              <C>             <C>             <C>
        First Quarter........  $  15.37         $  9.62         $ 14.94         $ 10.40
        Second Quarter.......     21.62           11.50           17.00            8.80
        Third Quarter........     25.00           10.81           24.50           14.25
        Fourth Quarter.......     17.69           11.25           25.90           18.10
</TABLE>

     As of March 31, 2002, there were approximately 790 holders of record of the
Company's common stock. The total number of shareholders is believed by the
Company to be several thousand higher since many holders' shares are listed
under their brokerage firms' names.

     The Company has never paid cash dividends on its common stock. The Company
anticipates that for the foreseeable future, it would retain any earnings for
use and reinvestment in its business and for the repurchase of common stock.


                                       20
<PAGE>

ITEM 6.   SELECTED FINANCIAL DATA

     The following selected consolidated financial information for, and as of
the end of, each of the years in the five-year period ended March 31, 2002, is
derived from the consolidated financial statements of the Company. This
financial data should be read in conjunction with the consolidated financial
statements and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" appearing in Item 7 of this report.


                         DREXLER TECHNOLOGY CORPORATION

                   FIVE-YEAR SUMMARY OF FINANCIAL INFORMATION
                    Fiscal Years Ended March 31, 1998 - 2002
                    (In thousands, except per share amounts)

<TABLE>
<CAPTION>

OPERATIONS DATA                                                1998           1999           2000           2001           2002
                                                               ----           ----           ----           ----           ----
<S>                                                       <C>            <C>            <C>            <C>            <C>
   Revenues.............................................  $   6,161      $  12,577      $  15,443      $  24,906      $  20,740
   Cost of sales........................................      3,713          6,087          8,668         12,199         10,503
   Selling, general, and administrative expenses........      2,978          3,698          3,996          4,134          5,165
   Research and engineering expenses....................        435            456          1,299          2,370          3,045
   Other income (expense), net..........................         16            (44)             6             --             --
   Interest income, net.................................        138            312            382            612            386
                                                          ---------      ---------      ---------      ---------      ---------
   Income (loss) before income taxes....................       (811)         2,604          1,868          6,815          2,413
   Income tax provision (benefit).......................         68            128         (2,919)        (1,097)        (2,786)
                                                          ---------      ---------      ---------      ---------      ---------
   Net income (loss)....................................  $    (879)     $   2,476      $   4,787      $   7,912      $   5,199
                                                          =========      =========      =========      =========      =========

   Net income (loss) per share:
       Basic............................................  $    (.09)     $     .25      $     .49      $     .80      $     .52
                                                          =========      =========      =========      =========      =========
       Diluted..........................................  $    (.09)     $     .25      $     .48      $     .76      $     .50
                                                          ==========     =========      =========      =========      =========
   Weighted average number of common
       and common equivalent shares:
       Basic............................................      9,391          9,748          9,812          9,897          9,961
       Diluted..........................................      9,391         10,007          9,935         10,446         10,468

BALANCE SHEET DATA
   Current assets.......................................  $   7,561      $  11,485      $  14,489      $  18,333      $  28,118
   Current liabilities..................................      4,249          5,973          8,305          7,324          7,501
   Total assets.........................................     11,248         16,566         24,362         30,137         40,713
   Long-term obligations................................         --             --             --             --             --
   Stockholders' equity.................................      6,999         10,593         16,057         22,813         32,337
</TABLE>


                                       21
<PAGE>

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

FORWARD-LOOKING STATEMENTS

     When used in this discussion, the words "expects," "anticipates,"
"believes," "estimates" and similar expressions are intended to identify
forward-looking statements. These statements, including expectations as to
deferred revenue and gross profit as a result of the restatement of financial
information discussed below; statements as to expected benefits of the Company's
direct control of the read/write drive assembly and design and the Company's
research and engineering efforts, including the expected development of lower
cost drives, customer-optimized drive systems, and drive systems with advanced
security features; the need for and efforts to develop read-only drives and new
read/write drives and software products; the Company's efforts to recruit new
VARs or licensees and eliminate nonproductive value-added resellers (VARs) or
licensees and eliminate nonproductive VARs; the adequacy of inventory;
anticipated orders from the Company's U.S. government subcontract; expected
delivery volumes for the 2003 and 2004 fiscal years; expectations regarding
revenues, margins, expenses, capital resources, capital expenditures and
investments, and the Company's deferred tax asset and valuation allowance;
potential reductions of federal tax cash payments due to current Company tax
benefits; the effects of read/write drive prices on gross profits from
read/write drive sales; the Company's estimates for the level of sales of drives
that would be necessary to achieve a gross profit at current prices;
expectations regarding the market for read/write drives, read/write drive
prices, and inventory of drives and parts; statements as to card delivery
volumes; current and potential customers, applications, or market segments for
optical memory card products; the Company's plans and expectations regarding the
growth of its manufacturing capacity and expected card yields therefrom; and
expectations regarding market growth and product demand, including the expected
emergence of opportunities for the Company's products in Canada, China, India,
Italy, Macedonia, Mexico, and Saudi Arabia and further opportunities in
expansion of current U.S. government ID card programs are subject to risks and
uncertainties that could cause actual results to differ materially from those
projected.

     These risks and uncertainties include, but are not limited to those risks
discussed below, as well as the impact of litigation or governmental or
regulatory proceedings; Arthur Andersen LLP's ability to timely consent to
including the restated financial information in the Company's SEC filings; the
Company's ability to initiate and grow new programs utilizing the Company's card
products; the Company's reliance on VARs and licensees to generate sales,
perform customer system integration, and develop application software; risks
associated with doing business in and with foreign countries; potential
manufacturing difficulties and complications associated with increasing
manufacturing capacity of cards and drives; uncertainties associated with the
design, development, manufacture, and deployment of optical card drives and
systems; reliance on single-source and limited-source suppliers for certain
components and raw materials; customer concentration and reliance on continued
U.S. government business; lengthy sales cycles; manufacturing difficulties;
general economic trends; the unpredictability of customer demand for products
and customer issuance and release of corresponding orders; the U.S. government's
right to withhold order releases, reduce the quantities released, and extend
delivery dates; the impact of technological advances and competitive products
and the ability of the Company or its customers to develop software and
integrate optical card systems with other technologies; and the matters
discussed in the section entitled "Factors That May Affect Future Operating
Results" in Item 1 of this Report.

     These forward-looking statements speak only as of the date hereof. The
Company expressly disclaims any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statements contained herein to
reflect any change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any statement is

CRITICAL ACCOUNTING POLICIES

     REVENUE RECOGNITION. The Company recognizes revenue when the following
criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery
has occurred or services rendered; (3) the fee is fixed and determinable; and
(4) collectibility is reasonably assured. Where appropriate, provision is made
at that time for estimated warranty costs and estimated returns relating to
product sales.


                                       22
<PAGE>

     The Company's U.S. government subcontract requires delivery to a secure,
government-funded vault built on Company premises. Deliveries are made into the
vault on a fixed schedule specified by the prime contractor. At the time the
cards are delivered to the vault, title to the cards transfers to the
government, the prime contractor is invoiced, and payment is due according to
normal trade payment terms. However, revenue is recognized when the cards are
shipped from the vault to the government unless the Company receives a fixed
schedule, notification, or plan for shipments out of the vault to the
government, in which case revenue would be recognized upon the latter of receipt
of such fixed shipment schedule or delivery of the cards into the vault.

     ACCOUNTING FOR INCOME TAXES. As part of the process of preparing its
consolidated financial statements, the Company is required to estimate income
taxes in each of the jurisdictions in which it operates. This process involves
estimating the actual current tax exposure together with assessing temporary
differences resulting from differing treatment of items, such as deferred
revenue, for tax and accounting purposes. These differences result in deferred
tax assets and liabilities, which are included within the consolidated balance
sheets. The Company must then assess the likelihood that the deferred tax assets
will be recovered from future taxable income and to the extent that management
believes recovery is not likely, the Company must establish a valuation
allowance. To the extent that a valuation allowance is established or increased
in a period, the Company must include an expense within the tax provision in the
statements of income.

      Significant management judgment is required in determining the provision
for income taxes, deferred tax assets and liabilities, and any valuation
allowance recorded against the net deferred tax assets. The Company has recorded
a valuation allowance of $5.3 million as of March 31, 2002, due to uncertainties
related to the Company's ability to utilize some of the deferred tax assets,
primarily consisting of certain net operating losses carried forward, before
they expire. The valuation allowance is based on management's estimates of
taxable income by jurisdiction in which the Company operates and the period over
which the deferred tax assets will be recoverable. In the event that actual
results differ from these estimates or that these estimates are adjusted in
future periods, the Company may need to establish an additional valuation
allowance which could materially impact the Company's results of operations.

     INVENTORIES. The Company values its inventory at the lower of the actual
cost to purchase and/or manufacture the inventory or the current estimated
market value of the inventory. Management regularly reviews inventory quantities
on hand and records a provision for excess and obsolete inventory based
primarily on the estimated forecast of product demand. As demonstrated during
fiscal 2002, demand for read/write drive products can fluctuate significantly.
If the Company is unable to produce and sell read/write drives in volume and at
prices competitive with alternate technologies, its operating results could be
harmed. In order to obtain favorable pricing, purchases of read/write drive
parts are made in quantities that exceed the historical annual sales rate.
Therefore, based upon last year's sales quantity, the Company has more than
one-year's supply of read/write drive parts on hand. The Company purchases
read/write drive parts for its anticipated read/write drive demand and takes
into consideration the order-to-delivery lead times of vendors and the economic
purchase order quantity for such parts. At March 31, 2002, read/write drive
parts and finished goods inventory totaled $3.4 million compared with $2.2
million at March 31, 2001. During fiscal 2003, the Company expects to purchase
an additional $500,000 in read/write drive parts necessary to complete the
currently planned production of drives. Including approximately 585 drives in
finished goods inventory, approximately 800 read/write drives of the current
design can be assembled from this parts inventory. In addition, approximately
1,300 read/write drives of a new design could be assembled with the additional
purchase discussed above. The Company believes there is a market for basic and
upgraded read/write drives to support and expand optical card sales and, based
on current proposals in process, that the read/write drive inventory on hand at
March 31, 2002, including parts to be received, will be ordered by customers. If
these anticipated orders do not materialize, the Company may need to write-down
the value of its inventory for any potential excess quantities. During fiscal
2002, the Company sold approximately 450 read/write drives. The Company believes
that sales of approximately 475 read/write drives per quarter would be necessary
to achieve a gross profit on read/write drive sales at current selling prices
and costs. The Company believes that the read/write drive inventory as of March
31, 2002 is reflected at its net realizable value. In addition, since lower cost
read/write drive designs may become available from the Company before the
existing parts are utilized, a portion of this inventory may be deemed obsolete
and would require an inventory write-down. However, it is anticipated that the
introduction of any new read/write drive would be timed to minimize this risk.
In addition, the Company is investing in research and engineering in an effort
to develop new read/write drive products, as discussed under "Research and
Engineering Expenses."


                                       23
<PAGE>

RESTATEMENT OF RESULTS FOR FISCAL 1998-2001 AND FIRST NINE MONTHS OF FISCAL 2002

     In connection with the Company's audit for the fiscal year ended March 31,
2002, the Company and its newly appointed independent accountants conducted an
internal review of revenue recognition practices that were being followed as
they related to a government subcontract. This review, as more fully described
in the Company's Report on Form 8-K dated May 15, 2002, resulted in accounting
adjustments arising from changes in the timing of revenue recognition of
LaserCard optical memory card shipments into and out of a secure,
government-funded vault built for the government on Company premises to comply
with security regulations under the subcontract. In the past, the Company
recognized revenue upon deliveries to the vault since the customer takes title
to the cards, assumes all risks of ownership, is obligated to remit payment for
the cards at that time, and has no rights of return except for product defects.
However, Drexler's newly appointed independent accountants advised the Company
that under the terms and conditions of the Company's U.S. government supply
subcontract, the transfer of title and the imminent cash payment pursuant to the
contract payment terms upon delivery of the cards to the vault are necessary but
not necessarily sufficient to recognize revenue upon delivery of cards to the
vault, under the SEC's Staff Accounting Bulletin 101, Revenue Recognition, and
under the prior criteria set forth in the SEC's Accounting and Auditing
Enforcement Release No. 108. In the restated financial statements, revenue is
recognized upon shipment of cards from the vault to the customer since the
Company had not been provided with a fixed schedule, notification, or plan for
shipments out of the vault to the government. The Company has restated
previously issued results for fiscal years 1998 through 2001 and the first nine
months of fiscal 2002 to reflect these adjustments in the timing of revenue
recognition. As a result of the restatement, revenue for fiscal 1998, fiscal
1999, and fiscal 2000 declined, while revenue for fiscal 2001 and the first nine
months of fiscal 2002 increased.

RESULTS OF OPERATIONS--FISCAL 2002 COMPARED WITH FISCAL 2001 AND FISCAL 2000

REVENUES

     For the 2002 fiscal year ended March 31, 2002, the Company's total revenues
were $20,740,000 compared with $24,906,000 for fiscal 2001 and $15,443,000 for
fiscal 2000.

     PRODUCT REVENUES. Sales of LaserCard(R) optical memory cards and related
products totaled $19,413,000 for fiscal 2002 compared with $22,690,000 for
fiscal 2001 and $15,299,000 for fiscal 2000. The changes in product revenues
over these periods were due primarily to the sale of optical memory cards for
two U.S. government card programs, as described below. For fiscal 2002, the
Company sold LaserCard products or provided services to approximately 32
customers in seven states and 15 foreign countries. The Company's card
deliveries to all customers totaled 5.6 million optical memory cards and 450
read/write drives for fiscal 2002 compared with 5.9 million optical cards and
1,280 read/write drives for fiscal 2001 and 4 million cards and 860 read/write
drives for fiscal 2000. Read/write drive revenues decreased by $2.6 million for
fiscal 2002 compared with fiscal 2001 and increased by approximately $1.3
million in fiscal 2001 as compared with fiscal 2000. Of the 1,280 read/write
drives sold during fiscal 2001, approximately 600 drives were delivered mainly
for the U.S. Department of Defense "Automated Manifest System" as compared with
approximately 60 read/write drives for fiscal 2002 and approximately 270 drives
for fiscal 2000. Orders for this program have historically been sporadic. The
remaining decrease in read/write drive deliveries was due to a reduction in
sales to VISX, Incorporated, discussed below.

     The Company's principal LaserCard market today involves high-security,
counterfeit-resistant, tamper-resistant cards for "digital governance," defined
as the utilization of digital information technology by a nation, state, region,
municipality, agency, or institution. Within this market, the Company's largest
customer for LaserCard products is the United States government, representing
78% of total revenues for fiscal year 2002 compared with 62% of total revenues
for fiscal 2001 and 57% of total revenues for fiscal 2000. These revenues are
predominantly the result of two card programs--U.S. Immigration and
Naturalization Service (INS) Permanent Resident Cards ("Green Cards") and U.S.
Department of State (DOS) border crossing cards ("Laser Visas"). VISX,
Incorporated, a non-government customer since 1992, represented 7% of the
Company's fiscal 2002 revenues. Although some of VISX's LaserCard-equipped
surgery systems continued to use the Company's optical memory cards in fiscal
2002, VISX does not employ LaserCard drives for system activation of its
currently produced laser eye-surgery equipment. This had an adverse effect on
the Company's revenue levels in fiscal 2001 and 2002. Optical memory card
digital governance programs that appear to be emerging in other countries
include an electronic national identification card/social services card in
Italy, building construction permit cards and children's healthcare cards in
China, and state government motor-vehicle registration cards in India. The


                                       24
<PAGE>

Company believes that market opportunities for optical memory cards also appear
to include identification cards for Saudi Arabia and Macedonia, a document card
program in Mexico, and resident immigrant cards for Canada, as well as an
expansion of current U.S. government ID card programs. In addition, the Company
is continuing its efforts to develop new optical card read/write drives and
read-only drives and software products.

     In addition to using its own marketing staff, the Company utilizes
value-added reseller (VAR) companies and card distribution licensees for the
development of commercial markets and applications for LaserCard products.
Product sales to VARs and licensees include the Company's optical memory cards,
the Company's system software, optical card read/write drives, and add-on
peripherals made by other companies (such as equipment for adding a digitized
photo, fingerprint, hand template, or signature to the cards). The
VARs/licensees may add application software, personal computers (PCs), and other
peripherals, and then resell these products integrated into data systems. The
Company is continuing its efforts to recruit new VARs and card distribution
licensees and eliminate nonproductive VARs. The Company provides customer
technical support and system software to assist VARs and licensees.

     LICENSE FEE REVENUES. Fiscal 2000 license revenue included $119,000
realized from the sale of a license in Italy to assemble optical card
reader/writers using parts kits supplied by the Company. Fiscal 2001 license
revenue included $712,000 from the Italian read/write drive assembly license and
$1,465,000 realized from the sale of a digital sound patent license. (See Note 6
to the Consolidated Financial Statements.) Fiscal 2002 license revenue included
$1,206,000 recognized on digital sound patent licenses and $119,000 realized
from the Italian read/write drive assembly license.

BACKLOG

     As of March 31, 2002, the backlog for LaserCard optical memory cards
totaled approximately $16.4 million, consisting of approximately $11.1 million
in firm card orders under card supply contracts, and approximately $5.3 million
in cards produced and delivered to a secure, government-funded vault. Of the
$11.1 million amount, 85% is for U.S. government Green Cards or Laser Visas
under a U.S. government subcontract for the purchase of optical memory cards. Of
the $5.3 million amount, all are Green Cards or Laser Visas produced under this
subcontract. As of March 31, 2001, the backlog for LaserCard optical memory
cards totaled approximately $12 million, consisting of approximately $6.2
million in firm card orders under card supply contracts, and approximately $5.8
million in cards produced and delivered to a secure, government-funded vault.

     Announced in June 2000, the Company's U.S. government subcontract has an
authorized maximum of $81 million for up to 24 million cards, at an average
selling price of about $3.23 per card, over a period of up to five years. The
subcontract was received by the Company through a LaserCard VAR that is a U.S.
government prime contractor, under a competitively bid, government procurement
contract. The subcontract states that the U.S. government anticipates placing
orders in units of at least one million optical memory cards per order. The
subcontract provides for an initial one-year contract period and four additional
one-year contract options. Deliveries commenced in September 2000, and 6 million
cards have been delivered to the vault as of March 31, 2002, under this
subcontract.

     The Company's U.S. government subcontract requires delivery to a secure,
government-funded vault built on Company premises. Deliveries are made into the
vault on a fixed schedule specified by the prime contractor. At the time the
cards are delivered to the vault, title to the cards transfers to the
government, the prime contractor is invoiced, and payment is due according to
normal trade payment terms. However, revenue is recognized when the cards are
shipped from the vault to the government unless the Company receives a fixed
schedule, notification, or plan for shipments out of the vault to the
government, in which case revenue would be recognized upon the latter of receipt
of such fixed shipment schedule or delivery of the cards into the vault.

     As of March 31, 2002, the vault contained 1.7 million cards with a sales
value of $5.3 million. The $5.3 million in sales value will be recorded as
revenue and the associated costs will be recorded in cost of sales when the
cards are shipped unless the Company receives a fixed schedule, notification, or
plan for shipments out of the vault to the government, in which case revenue
would be recognized upon receipt of such fixed delivery schedule. The 1.7
million cards are owned by the U.S. government and are not included in inventory
on the Company's consolidated balance sheets. The net of the revenue value of
$5.34 million and the $2.48 million cost is recorded as deferred gross profit in
the amount of $2.86 million on the consolidated balance sheets.


                                       25
<PAGE>

GROSS PROFIT

     The gross margin on product sales was 46% for fiscal 2002 and fiscal 2001,
and 43% for fiscal 2000.

     OPTICAL MEMORY CARDS. The Company continues to depend on gross profit
generated from optical memory card sales. Gross profit on optical memory card
sales was about $9.5 million for fiscal 2002, $9.9 million for fiscal 2001, and
$6.4 million for fiscal 2000. The decrease in gross profit for fiscal 2002 was
mainly due to lower sales volume. Optical memory card gross profit and margins
can vary based on average selling price, sales and production volume, mix of
card types, production efficiency and yields, and changes in fixed costs.

     READ/WRITE DRIVES. For fiscal 2002, gross profit on read/write drive sales
decreased by about $1 million, to a negative gross profit of about $640,000
compared with a gross profit of about $430,000 for fiscal 2001 and $120,000 for
fiscal 2000. The decrease for fiscal 2002 was due to lower selling prices for
drives and lower sales volume to a level that does not fully absorb fixed
manufacturing expenditures. In fiscal 2002, the Company reduced the selling
prices of its basic read/write drives by 20% for typical sales quantities, in an
effort to increase certain markets for optical memory cards. This reduced gross
profit on read/write drive sales in fiscal 2002, and increased the level of
sales required to achieve gross profits on read/write drive sales. Currently,
the Company's priority is to increase the number of read/write drives in the
marketplace rather than maximizing per-unit gross profit on read/write drives.
The Company has no plans to further lower read/write drive prices for the
current model.

     The Company believes that potential markets for read/write drives include
the U.S. Immigration and Naturalization Service, U.S. Department of State, the
U.S. armed forces, Canada, Italy, and several other countries. The Company
maintains an inventory of read/write drive parts and finished drives that it
believes is adequate to meet customer demand. However, an interruption in the
supply of read/write drive parts or difficulties encountered in read/write drive
assembly could cause a delay in deliveries of drives and optical memory cards
and a possible loss of sales, which would adversely affect the Company's
operating results.

INCOME AND EXPENSES

     SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES (SG&A). SG&A expenses were
$5,165,000 for fiscal 2002, $4,134,000 for fiscal 2001, and $3,996,000 for
fiscal 2000. The increase for fiscal 2002 compared with fiscal 2001 included
approximately $575,000 for increased marketing and selling expenditures, an
increase of $365,000 in general and administrative expenditures, and an increase
of $80,000 in Company 401(k) matching and Company contribution to the Employee
Stock Purchase Plan. The $138,000 increase in fiscal 2001 compared with fiscal
2000 was due to an increase in general corporate compensation expense of
$238,000, a $68,000 expense for Company 401(k) matching, a $97,000 increase in
general expenses including insurance, partially offset by a $59,000 decrease in
bad debt expense, a $106,000 decrease in patent amortization expense, and a
$100,000 expenditure in fiscal 2000 for a third-party market study. The Company
believes that SG&A expenses for fiscal 2003 will remain above fiscal 2002
levels, mainly due to increases in marketing expenses and other general
increases.

     RESEARCH AND ENGINEERING EXPENSES (R&E). The Company is continuing its
efforts to develop new optical memory card read/write drives and read-only
drives and software products in order to provide new products that can stimulate
sales growth. The Company anticipates that these R&E efforts will result in
lower cost drives, customer-optimized drive systems, and drive systems with
advanced security features. R&E expenses were $3,045,000 for fiscal 2002,
$2,370,000 for fiscal 2001, and $1,299,000 for fiscal 2000. The increase in R&E
spending for fiscal 2002 was due to the increase in read/write and read-only
drive manufacturing engineering and product development. The increase in R&E
spending for fiscal 2001 is due to read/write drive manufacturing engineering
and product development. The Company anticipates that R&E expenses will continue
to increase during fiscal 2003, primarily due to optical memory card read/write
drive development efforts.

     OTHER INCOME. Total other income for fiscal 2002 consisted of $386,000 of
interest income compared with $612,000 of interest income for fiscal 2001 and
total net other income of $388,000 for fiscal 2000. The difference for fiscal
2002 compared with fiscal 2001 is due to interest rate declines. The difference
for fiscal 2001 compared with fiscal 2000 is due to a greater amount of invested
funds. There was no interest expense for fiscal 2002 or 2001 and $1,000 in
interest expense for fiscal 2000.


                                       26
<PAGE>

     PRETAX PROFIT. Pretax profit for fiscal 2002 decreased by $4.4 million
compared with fiscal 2001 due to the $1.6 million reduction in product gross
profit, a $1.7 million increase in expenses, and a $0.9 million decrease in
license revenue. Pretax profits for fiscal 2001 increased by $4.9 million
compared with fiscal 2000 due to the $3.9 million increase in product gross
profit and the $2 million increase in license revenue, partially offset by a
$1.2 million increase in expenses.

     INCOME TAXES. The Company recorded an income tax benefit of $2,786,000 for
fiscal 2002, $1,097,000 for fiscal 2001, and $2,919,000 for fiscal 2000. As of
March 31, 2002, the Company has recognized all prior tax benefits for income
statement purposes. Any release of the remaining valuation allowance would be
recorded as a credit to equity and would have no impact on net income. The
income tax benefit for fiscal 2002 included a credit of $2,999,000 due to the
change in the federal deferred tax asset, net of federal alternative minimum
taxes, partially offset by $213,000 for state tax expense The income tax benefit
for fiscal 2001 included a credit of $1,671,000 due to the change in the federal
deferred tax asset, net of federal alternative minimum taxes, partially offset
by $220,000 for state tax expense and $354,000 for foreign income taxes. The
income tax benefit for fiscal 2000 included a credit of $3,023,000 due to the
change in deferred tax asset, net of federal taxes, partially offset by $104,000
for state tax expense.

     The Company analyzes its deferred tax assets with regard to potential
realization. The Company has established a valuation allowance on a significant
portion of the deferred tax assets based upon the uncertainty of their
realization. The Company has considered estimated future taxable income and
ongoing prudent and feasible tax planning strategies in assessing the amount of
the valuation allowance.

     There are timing differences between when certain items are included in
book income and when the same items are included on income tax returns.
Therefore, tax payments or credits often occur in different periods than when an
income tax expense or benefit is included in the statements of income. For
income tax purposes, the Company estimates that as these timing differences are
realized on the tax return, future federal tax cash payments could be reduced by
approximately $12 million.

LIQUIDITY AND CAPITAL RESOURCES

     As of March 31, 2002, the Company had cash, cash equivalents, and
short-term investments of $17,076,000, a current ratio of 3.2 to 1, and no
long-term debt.

     Net cash provided by operating activities was $4,369,000 for fiscal 2002,
$7,080,000 for fiscal 2001, and $2,782,000 for fiscal 2000. The major categories
comprising cash provided by operating activities are (in thousands):

<TABLE>
<CAPTION>
                                                                                      Fiscal Year
                                                                                      -----------

                                                                           2000           2001            2002
                                                                           ----           ----            ----

<S>                                                                    <C>             <C>            <C>
       Earnings before taxes, depreciation, and amortization........   $  3,087        $  9,264       $  3,969
       Increase (decrease) in deferred gross profit.................        955          (2,161)          (295)
       Tax payments.................................................        (94)           (320)          (182)
       Increase in inventory........................................     (2,547)           (461)          (368)
       Increase in advance payments from customers
          and deferred revenue......................................      1,479             754          1,392
       Other .......................................................        (98)              4           (147)
                                                                       --------        --------       --------

          Cash provided by operating activities.....................   $  2,782        $  7,080       $  4,369
                                                                       ========        ========       ========
</TABLE>

     The Company believes that the estimated level of revenues over the next 12
months will be sufficient to generate cash from operations over the next 12
months. Operating cash flow could be negatively impacted to a significant degree
if both of the Company's largest U.S. government programs were to be delayed,
canceled, or not extended and not be replaced by other card orders or other
sources of income, or if increases in product revenues or licenses do not keep
pace with increased marketing and R&E expenditures.


                                       27
<PAGE>

     The Company has not established a line of credit and has no current plans
to do so. The Company may negotiate a line of credit if and when it becomes
appropriate, although no assurance can be made that such financing would be
available on favorable terms or at all, if needed.

     As a result of the $5,199,000 net income recorded for fiscal 2002, the
Company's accumulated deficit was reduced to $8,099,000. Stockholders' equity
increased to $32,337,000 as a result of the net income recorded and $3,922,000
in additions to equity, mainly due to stock option exercises.

     Net cash used for investing activities was $6,319,000 for fiscal 2002,
$2,350,000 for fiscal 2001, and $8,539,000 for fiscal 2000. These amounts
include changes in the maturity of liquid investments, purchases of property and
equipment of $1,723,000 for fiscal 2002, $2,202,000 for fiscal 2001, and
$1,986,000 for fiscal 2000, and increases in patents and other intangibles of
$98,000 for fiscal 2002, $164,000 for fiscal 2001, and $1,150,000 for fiscal
2000.

     The Company considers all highly liquid investments, consisting primarily
of commercial paper, taxable notes, and U.S. government bonds, with original
maturities of three months or less, to be cash equivalents. All investments with
original maturities of more than three months but not more than one year, are
classified as short-term investments. Management determines the appropriate
classification of debt and equity securities at the time of purchase and
reevaluates the classification of investments as of each balance sheet date. As
of March 31, 2002, the Company had $8,883,000 classified as short-term
investments, compared with $5,387,000 at March 31, 2001. All marketable
securities were classified as held-to-maturity. Cash plus short-term investments
were $17,076,000 at March 31, 2002 and $11,608,000 at March 31, 2001.

     For optical memory card production, the Company added capital equipment and
leasehold improvements of approximately $1.3 million during fiscal 2002 compared
with approximately $1.5 million during fiscal 2001 and $1.3 million during
fiscal 2000. Depending on card type, the Company's card production capacity is
approximately 7 to 9 million cards per year and is expected to reach a capacity
of approximately 11 million cards per year by May 30, 2002. The Company plans to
purchase additional production equipment in a series of steps as optical memory
card orders expand to justify production capacity increases, to a rate of up to
25 million cards per year. In addition to investment used for expansion, the
Company expects to make additional capital expenditures for cost savings,
quality improvements, and other purposes. The Company believes that during the
next few years, capital expenditures could be a minimum of $3 million per year
for card production equipment and automatic inspection equipment to support
growth of optical memory card production. On December 3, 2001, the Company
announced that it raised optical memory card shipment estimates to 8 to 10
million cards for fiscal year 2003, which began on April 1, 2002, compared to
5.6 million cards shipped for fiscal 2002.

     In connection with read/write drive manufacturing and design, the Company
added capital equipment and leasehold improvements of approximately $435,000
during fiscal 2002 compared with $665,000 during fiscal 2001 and $650,000 during
fiscal 2000. The Company expects that additional capital investments of $400,000
to $800,000 will be made during the remainder of fiscal 2003.

     Net cash provided by financing activities was $3,922,000 for fiscal 2002
and $509,000 for fiscal 2000 compared with $1,327,000 used for financing
activities for fiscal 2001. Financing activities consisted of proceeds on sales
of common stock through the Company's stock-option and stock-purchase plans and
cash used for purchases of common stock under a stock repurchase program,
discussed below. Sales of common stock through stock plans were in the amounts
of $4,097,000 for fiscal 2002, $1,486,000 for fiscal 2001, and $509,000 for
fiscal 2000.

     During fiscal 2001, the Company commenced a share repurchase program under
which up to 200,000 shares of common stock could be purchased by the Company
from time to time in Nasdaq Stock Market transactions in an aggregate amount not
exceeding $3 million. During fiscal 2002, the Company used cash of $175,000 for
this purpose versus $2,813,000 used in fiscal 2001. As of June 30, 2001, the
Company had completed this program.

     There were no debt financing activities for fiscal 2002, 2001, or 2000.


                                       28
<PAGE>

ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

     INTEREST RATE RISK. The Company invests its cash, beyond that needed for
daily operations, in high quality debt securities. In doing so, the Company
seeks primarily to preserve the value and liquidity of its capital and,
secondarily, to safely earn income from these investments. To accomplish these
goals, the Company invests only in debt securities issued by (a) the U.S.
Treasury and U.S. government agencies and corporations and (b) debt instruments
that meet the following criteria:

     o    Commercial paper rated A1/P1 or debt instruments rated AAA, as rated
          by the major rating services
     o    Can readily be sold for cash

     FOREIGN CURRENCY EXCHANGE RATE RISK. The Company sells products in various
international markets. All of these sales are contracted and paid for in U.S.
Dollars. As of March 31, 2002, the Company had no outstanding foreign currency
hedge contracts. Accordingly, the Company had no material foreign currency
exchange risk as of March 31, 2002. During fiscal 2002, there were no material
changes to the Company's exposure to market risk for changes in interest rates.


                                       29
<PAGE>

ITEM 8.  CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Stockholders
of Drexler Technology Corporation:

     In our opinion, the accompanying consolidated balance sheet as of March 31,
2002 and the related consolidated statements of income, stockholders' equity and
cash flows present fairly, in all material respects, the financial position of
Drexler Technology Corporation and its subsidiaries at March 31, 2002, and the
results of their operations and their cash flows for the year then ended in
conformity with accounting principles generally accepted in the United States of
America. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit of these statements in
accordance with auditing standards generally accepted in the United States of
America, which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.


/s/ PricewaterhouseCoopers LLP
San Jose, California
May 13, 2002


                                       30
<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Board of Directors and Stockholders of Drexler Technology Corporation:

     We have audited the accompanying consolidated balance sheet of Drexler
Technology Corporation (a Delaware corporation) and subsidiaries as of March 31,
2001, and the related consolidated statements of income, stockholders' equity
and cash flows for each of the two years in the period ended March 31, 2001 (as
restated). These consolidated financial statements and the schedule referred to
below are the responsibility of the Company's management. Our responsibility is
to express an opinion on these consolidated financial statements and schedule
based on our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Drexler
Technology Corporation and subsidiaries as of March 31, 2001, and the results of
their operations and their cash flows for each of the two years in the period
ended March 31, 2001 in conformity with accounting principles generally accepted
in the United States of America.

     Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The Schedule II included in this Form
10-K is presented for purposes of complying with the Securities and Exchange
Commission's rules and is not a part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in our audits of
the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.



                             /s/ Arthur Andersen LLP

San Jose, California
May 13, 2002


                                       31
<PAGE>
<TABLE>
<CAPTION>

                                         DREXLER TECHNOLOGY CORPORATION AND SUBSIDIARIES

                                                   CONSOLIDATED BALANCE SHEETS
                                                     March 31, 2001 and 2002
                                       (In thousands, except share and per share amounts)

                                                                                                           2001         2002
                                                                                                           ----         ----

                                                             ASSETS
<S>                                                                                                    <C>            <C>
Current assets:
   Cash and cash equivalents ......................................................................... $    6,221     $  8,193
   Short-term investments.............................................................................      5,387        8,883
   Accounts receivable, net of product return reserve of $234 in 2001 and $100 in 2002................      1,278        1,659
   Inventories .......................................................................................      4,881        4,973
   Deferred tax asset.................................................................................         --        3,849
   Other current assets...............................................................................        566          561
                                                                                                       ----------     --------
      Total current assets ...........................................................................     18,333       28,118
                                                                                                       ----------     --------
Property and equipment, at cost.......................................................................     19,310       20,979
   Less--accumulated depreciation and amortization ....................................................   (13,423)     (14,561)
                                                                                                       ----------     --------
      Property and equipment, net.....................................................................      5,887        6,418

Long-term investments.................................................................................         --        1,002
Patents and other intangibles, net....................................................................        878          612
Deferred tax asset, net...............................................................................      4,928        4,563
Other assets   .......................................................................................        111           --
                                                                                                       ----------     --------
           Total assets............................................................................... $   30,137     $ 40,713
                                                                                                       ==========     ========


                                              LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable................................................................................... $    1,039     $    738
   Accrued liabilities ...............................................................................        861        1,117
   Advance payments from customers...................................................................       1,275        2,551
   Deferred revenue...................................................................................        994          235
   Deferred gross profit..............................................................................      3,155        2,860
                                                                                                       ----------     --------
      Total current liabilities.......................................................................      7,324        7,501
   Deferred revenue, long-term........................................................................         --          875
                                                                                                       ----------     --------
           Total liabilities.......................................................................... $    7,324     $  8,376
                                                                                                       ==========     ========

Commitments and contingencies (Note 6)

Stockholders' equity:
   Preferred stock, $.01 par value:
      Authorized--2,000,000 shares
      Issued--none.....................................................................................        --           --
   Common stock, $.01 par value:
      Authorized--30,000,000 shares
      Issued--9,951,451 shares at March 31, 2001 and 10,240,687 shares at March 31, 2002...............        99          102
   Additional paid-in capital.........................................................................     37,852       40,334
   Less: 127,424 common stock treasury shares at March 31, 2001, at cost..............................     (1,840)          --
   Accumulated deficit................................................................................    (13,298)      (8,099)
                                                                                                       ----------     --------
      Total stockholders' equity......................................................................     22,813       32,337
                                                                                                       ----------     --------
           Total liabilities and stockholders' equity................................................. $   30,137     $ 40,713
                                                                                                       ==========     ========

             The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

                                       32
<PAGE>
<TABLE>
<CAPTION>

                                         DREXLER TECHNOLOGY CORPORATION AND SUBSIDIARIES

                                                CONSOLIDATED STATEMENTS OF INCOME
                                        Fiscal Years Ended March 31, 2000, 2001, and 2002
                                            (In thousands, except per share amounts)

                                                                                2000                  2001                 2002
                                                                                ----                  ----                 ----
<S>                                                                       <C>                   <C>                  <C>
Revenues:
    Product sales.......................................................  $   15,299            $   22,690           $   19,413
    License and royalty revenue.........................................         144                 2,216                1,327
                                                                          ----------            ----------           ----------
         Total revenues.................................................      15,443                24,906               20,740
                                                                          ----------            ----------           ----------

Cost of product sales...................................................       8,668                12,199               10,503
                                                                          ----------            ----------           ----------

    Gross profit........................................................       6,775                12,707               10,237
                                                                          ----------            ----------           ----------

Operating expenses:
    Selling, general, and administrative expenses.......................       3,996                 4,134                5,165
    Research and engineering expenses...................................       1,299                 2,370                3,045
                                                                          ----------            ----------           ----------
         Total operating expenses.......................................       5,295                 6,504                8,210
                                                                          ----------            ----------           ----------

             Operating income...........................................       1,480                 6,203                2,027

Other income and expense:
    Other income, net...................................................           6                    --                   --
    Interest income.....................................................         383                   612                  386
    Interest expense....................................................          (1)                   --                   --
                                                                          ----------            ----------           ----------
         Total other income, net........................................         388                   612                  386
                                                                          ----------            ----------           ----------

             Income before income taxes.................................       1,868                 6,815                2,413

Income tax benefit......................................................      (2,919)               (1,097)              (2,786)
                                                                          ----------            ----------           ----------

             Net income.................................................  $    4,787            $    7,912           $    5,199
                                                                          ==========            ==========           ==========

Net income per share:
             Basic .....................................................  $      .49            $      .80           $      .52
             Diluted....................................................  $      .48            $      .76           $      .50

Weighted average number of common and common equivalent shares:
             Basic......................................................       9,812                 9,897                9,961
             Diluted....................................................       9,935                10,446               10,468


                    The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

                                       33
<PAGE>
<TABLE>
<CAPTION>

                                         DREXLER TECHNOLOGY CORPORATION AND SUBSIDIARIES

                                         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                        Fiscal Years Ended March 31, 2000, 2001, and 2002
                                                         (In thousands)


                                                     Common Stock          Additional        Treasury   Accumulated
                                                  Shares     Amount      Paid-in Capital      Shares      Deficit         Total
                                                  ------     ------      ---------------      ------      -------         -----
<S>                                               <C>       <C>         <C>                  <C>       <C>             <C>
Balance, March 31, 1999........................    9,794     $   98      $        36,485      $   --    $  (25,990)     $  10,593
    Shares issued under stock option
       and stock purchase plans................       72          1                  521          --            --            522
    Shares received for payment of
       stock options...........................       (2)        --                   (6)         --            (7)           (13)
    Income tax benefit arising from
       stock option plan.......................       --         --                  108          --            --            108
    Compensation related to
       stock plan activity.....................       --         --                   60          --            --             60
    Net income.................................       --         --                   --          --         4,787          4,787
                                                  ------     ------      ---------------      ------    ----------      ---------

Balance, March 31, 2000........................    9,864         99               37,168          --       (21,210)        16,057
    Shares purchased through an
       open market repurchase program..........       --         --                   --      (2,813)           --         (2,813)
    Shares issued under stock option
       and stock purchase plans................       87         --                  513         973            --          1,486
    Income tax benefit arising from
       stock option plan.......................       --         --                  100          --            --            100
    Compensation related to
       stock plan activity.....................       --         --                   71          --            --             71
    Net income.................................       --         --                   --          --         7,912          7,912
                                                  ------     ------      ---------------      ------    ----------      ---------
Balance, March 31, 2001........................    9,951         99               37,852      (1,840)      (13,298)        22,813
    Shares purchased through an
       open market repurchase program..........       --         --                   --        (175)           --           (175)
    Shares issued under stock option
       and stock purchase plans................      290          3                2,079       2,015            --          4,097
    Income tax benefit arising from
       stock option plan.......................       --         --                  307          --            --            307
    Compensation related to
       stock plan activity.....................       --         --                   96          --            --             96
    Net income.................................       --         --                   --          --         5,199          5,199
                                                  ------     ------      ---------------      ------    ----------      ---------
Balance, March 31, 2002........................   10,241     $  102      $        40,334      $   --    $   (8,099)     $  32,337
                                                  ======     ======      ===============      ======    ==========      =========

                         The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

                                       34
<PAGE>
<TABLE>
<CAPTION>

                                        DREXLER TECHNOLOGY CORPORATION AND SUBSIDIARIES

                                              CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        Fiscal Years Ended March 31, 2000, 2001, and 2002
                                                         (In thousands)

          .                                                                              2000              2001            2002
                                                                                         ----              ----            ----
<S>                                                                                 <C>               <C>              <C>
Cash flows from operating activities:
   Net income.....................................................................  $   4,787         $   7,912        $  5,199
   Adjustments to reconcile net income to net cash provided by operating
          activities:
       Depreciation and amortization..............................................      1,219             2,449           1,556
       Provision for doubtful accounts receivable.................................         44               (15)            (14)
       Provision for product return reserve.......................................        218                --            (127)
       Increase in deferred tax asset.............................................     (3,025)           (1,903)         (3,484)
       Compensation from stock plan activity......................................         60                71              96
       Tax benefit for stock option exercises.....................................        108               100             307
       Provision for excess and obsolete inventory................................         37                (1)            276

   Changes in operating assets and liabilities:
       (Increase) decrease in accounts receivable.................................       (636)              172            (240)
       Decrease in notes receivable...............................................        150               150              --
       Increase in inventories....................................................     (2,547)             (461)           (368)
       (Increase) decrease in other assets........................................         35              (413)            116
       Increase (decrease) in accounts payable and accrued liabilities............       (102)              426             (45)
       Increase in deferred revenue...............................................        397               597             116
       Increase in advance payments from customers................................      1,082               157           1,276
       Increase (decrease) in deferred gross profit...............................        955            (2,161)           (295)
                                                                                    ---------         ---------        --------

           Net cash provided by operating activities..............................      2,782             7,080           4,369
                                                                                    ---------         ---------        --------

Cash flows from investing activities:
   Purchases of property and equipment............................................     (1,986)           (2,202)         (1,723)
   Investments in patents and other intangibles...................................     (1,150)             (164)            (98)
   Purchases of cash investments..................................................     (5,403)          (18,938)        (13,964)
   Maturities of cash investments.................................................         --            18,954           9,466
                                                                                    ---------         ---------        --------

           Net cash used for investing activities.................................     (8,539)           (2,350)         (6,319)
                                                                                    ---------         ---------        --------

Cash flows from financing activities:
   Proceeds from sale of common stock through stock plans.........................        509             1,486           4,097
   Cash used to purchase common stock through an open market
       repurchase program.........................................................         --            (2,813)           (175)
                                                                                    ---------         ---------        --------

           Net cash provided by (used for) financing activities...................        509            (1,327)          3,922
                                                                                    ---------         ---------        --------
           Net increase (decrease) in cash and cash equivalents...................     (5,248)            3,403           1,972

Cash and cash equivalents:
   Beginning of year..............................................................      8,066             2,818           6,221
                                                                                    ---------         ---------        --------
   End of year ...................................................................  $   2,818         $   6,221        $  8,193
                                                                                    =========         =========        ========

Supplemental disclosures--cash payments for the following items are:
   Income taxes...................................................................  $      94         $     320        $    182
                                                                                    =========         =========        ========

                      The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


                                       35
<PAGE>

                 DREXLER TECHNOLOGY CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   ORGANIZATION AND OPERATIONS

     Drexler Technology Corporation and its wholly owned subsidiary, LaserCard
Systems Corporation, (the "Company") develop and manufacture optical data
storage products featuring LaserCard(R) optical memory cards and chip-ready
Smart/Optical(TM) cards used with personal computers for information recording,
storage, and retrieval. Products include optical memory cards, optical card
read/write drives, and related data systems and peripherals. The Company's
customers are mainly value-added reseller (VAR) companies and licensees, in the
United States and other countries, that develop commercial applications for
LaserCard products. Target markets for these products include government and
commercial applications for portable, recordable, secure, identification cards
and other unitary-record cards. Applications include U.S. immigration "Green
Cards," "Laser Visa" cards for border crossing, cargo manifests, biometric IDs,
access cards, and other wallet-card applications.

     The Company is subject to certain risks including, but not limited to,
competition from substitute products and larger companies and dependence on
certain suppliers and customers.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION. The consolidated
financial statements include the accounts of Drexler Technology Corporation and
its wholly owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated in consolidation.

     The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

     FISCAL PERIOD. For purposes of presentation, the Company has indicated its
accounting period as ending on March 31. The Company, in fact, operates and
reports quarterly periods ending on the Friday closest to month end. Fiscal 2000
ended on March 31, 2000; fiscal 2001 ended on March 30, 2001; and fiscal 2002
ended on March 29, 2002.

     CASH, CASH EQUIVALENTS, SHORT-TERM INVESTMENTS, AND LONG-TERM INVESTMENTS.
The Company considers all highly liquid investments, consisting primarily of
commercial paper, taxable notes, and U.S. government bonds, with maturities of
three months or less at the date of purchase, to be cash equivalents. All
investments with original maturities of more than three months and up to one
year, are classified as short-term investments. All investments with original
maturities greater than one year are classified as long-term investments.
Management determines the appropriate classification of debt and equity
securities at the time of purchase and reevaluates the classification of
investments as of each balance sheet date.

     All short-term investments are held to maturity. The carrying amounts of
short-term investments at March 31, 2001 and 2002 are (in thousands):

                                                   2001             2002
                                                   ----             ----
Commercial paper............................  $   5,387        $      --
Corporate bonds.............................         --            5,199
U.S. government and agency obligations......         --            1,900
Certificates of deposit.....................         --            1,784
                                              ---------        ---------
                                              $   5,387        $   8,883
                                              =========        =========

     At March 31, 2002, scheduled maturities of held-to-maturity investments are
(in thousands):

Up to one year..............................  $  8,883
After one year through five years  .........     1,002
                                              --------
                                              $  9,885
                                              ========


                                       36
<PAGE>

     For the years ended March 31, 2001 and 2002, maturities and purchases are
(in thousands):

                                                 2001            2002
                                                 ----            ----
        Purchases.......................... $  18,938      $   13,964
        Maturities.........................   (18,954)         (9,466)
                                            ---------      ----------
                                            $     (16)     $    4,498
                                            =========      ==========

     INVENTORIES. Inventories are stated at the lower of cost or market, with
cost determined on a first-in, first-out basis and market based on the lower of
replacement cost or estimated realizable value. The components of inventories as
of March 31 are (in thousands):

                                                 2001            2002
                                                 ----            ----
        Raw materials...................... $   2,954      $    3,063
        Work-in-process....................       552             479
        Finished goods.....................     1,267           1,338
        Systems and components
           held for resale.................       108              93
                                            ---------      ----------
                                            $   4,881      $    4,973
                                            =========      ==========

     PROPERTY AND EQUIPMENT. The components of property and equipment as of
March 31 are (in thousands):

                                                 2001            2002
                                                 ----            ----
        Equipment and furniture............ $  16,823      $   18,425
        Leasehold improvements.............     2,487           2,554
                                            ---------      ----------
                                            $  19,310      $   20,979
                                            =========      ==========

     Property and equipment are recorded at cost. Depreciation is provided over
the estimated useful lives (four to seven years) of equipment and furniture
using the double-declining balance and straight-line methods. Leasehold
improvements are amortized over the shorter of the life of the asset or the life
of the lease using the straight-line method. Depreciation expense for fiscal
2000, 2001, and 2002 was $777,000, $974,000, and $1,082,000, respectively.

     PATENT COSTS. Legal expenses incurred in connection with patents are
capitalized and amortized over the estimated remaining useful lives of the
patents of six to seventeen years. Costs incurred in connection with other
intangibles are amortized using the straight-line method over three years.

     Gross patent expenditures capitalized and accumulated amortization as of
March 31 are as follows (in thousands):

                                                 2001          2002
                                                 ----          ----
        Gross patent and other
           intangible expenditures......... $   3,229     $   3,327
        Accumulated amortization...........    (2,351)       (2,715)
                                            ---------     ---------
                                            $     878     $     612
                                            =========     =========

     The Company assesses the need to record impairment losses on long-lived
assets used in operations when indicators of impairment are present. On an
ongoing basis, the Company reviews the value and period of amortization or
depreciation of long-lived assets. To date, the Company has not needed to record
any impairment losses on long-lived assets.

     SOFTWARE DEVELOPMENT COSTS. In accordance with Statement of Financial
Accounting Standards (SFAS) No. 86, "Accounting for the Costs of Computer
Software to Be Sold, Leased, or Otherwise Marketed," development costs incurred
in the research and development of new software products are expensed as
incurred until technological feasibility in the form of a working model has been
established. To date, the Company's software development has been completed
concurrent with the establishment of technological feasibility and, accordingly,
all software development costs have been charged to research and engineering
expenses in the accompanying statements of income.


                                       37
<PAGE>

     ADVANCE PAYMENTS FROM CUSTOMERS. The Company customarily receives advance
payments on orders placed by its customers. The advance payments are recorded as
a liability on the balance sheet until the related orders are shipped.

     REVENUE RECOGNITION. Product sales primarily consist of card sales and
sales of read/write drives. The Company recognizes revenue from product sales
when the following criteria are met: (1) persuasive evidence of an arrangement
exists; (2) delivery has occurred; (3) the fee is fixed and determinable; and
(4) collectibility is reasonably assured. Where appropriate, provision is made
at that time for estimated warranty costs and estimated returns.

     License revenue, which consists of front-end license fees and long-term
royalty payments, is recognized as revenue when realized. The cost of license
revenue is not material and is included in selling, general, and administrative
expenses.

     Fiscal 2000 license revenue included $119,000 realized from the sale of a
license in Italy to assemble optical card reader/writers using parts kits
supplied by the Company. Fiscal 2001 license revenue included $712,000 from the
Italian read/write drive assembly license and $1,465,000 realized from the sale
of a digital sound patent license. (See Note 6.) Fiscal 2002 license revenue
included $1,206,000 recognized on digital sound patent licenses and $119,000
realized from the Italian read/write drive assembly license.

     STOCK-BASED COMPENSATION. Effective April 1, 1996, the Company adopted the
disclosure provisions of SFAS No. 123, "Accounting for Stock-Based
Compensation." In accordance with the provisions of SFAS No. 123, the Company
applies Accounting Principles Board Opinion (APB) No. 25 and related
interpretations in accounting for its stock option plan. Note 5 to the
consolidated financial statements contains a summary of the pro forma effects on
reported net income and earnings per share for fiscal 2000, 2001, and 2002 based
on the fair value of the options at date of grant, as prescribed by SFAS No.
123.

     COMPREHENSIVE INCOME (LOSS). Under SFAS No. 130, "Reporting Comprehensive
Income," comprehensive income (loss) is defined as the changes in equity of an
enterprise except those resulting from stockholders' transactions. For the
fiscal years ended March 31, 2000, 2001, and 2002, comprehensive income equaled
net income.

     SEGMENT REPORTING. In accordance with SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information," the Company is required to
disclose information about operating segments. The Company operates in one
industry segment--the development, manufacture, and sale of optical data
products used for information storage and retrieval.

     RECENT ACCOUNTING PRONOUNCEMENTS. In June 2001, the FASB approved for
issuance SFAS No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and
Intangible Assets." As a result of SFAS No. 141, all business combinations
initiated after June 30, 2001 must be accounted for using the purchase method of
accounting; the pooling of interests method is prohibited except for business
combinations initiated before July 1, 2001. SFAS No. 141 had no impact on the
Company's consolidated financial statements during fiscal 2002. Among its other
provisions, SFAS No. 142 requires that (1) goodwill resulting from acquisitions
initiated after June 30, 2001 not be amortized and (2) goodwill resulting from
business combinations initiated before July 1, 2001 continue to be amortized
until SFAS No. 142 is adopted, at which point the remaining goodwill balance
will no longer be subject to amortization. The adoption of SFAS No. 142 on April
1, 2002 will have no effect on the Company's financial position or results of
operations.

     In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS No. 144 supercedes SFAS No.
121 and requires that one accounting model be used for long-lived assets to be
disposed of by sale, whether previously held and used or newly acquired, and by
broadening the presentation of discontinued operations to include more disposal
transactions. The statement will be effective for fiscal years beginning after
December 5, 2001. The Company has not yet determined the effect SFAS No. 144
will have on its financial position, results of operations, or cash flows.

     RECLASSIFICATIONS. Certain reclassifications were made to the prior year
financial data to conform with the current year presentation.


                                       38
<PAGE>

3.   NET INCOME PER SHARE

     The Company computes net income per share in accordance with SFAS No. 128,
"Earnings Per Share." SFAS No. 128 requires companies to compute net income per
share under two different methods, basic and diluted, and present per share data
for all periods in which a statement of income is presented. Basic net income
per share is computed by dividing net income by the weighted average number of
shares of common stock outstanding. Diluted net income per share is computed by
dividing net income by the weighted average number of shares of common stock and
common stock equivalents outstanding. Common stock equivalents consist of stock
options using the treasury stock method.

     The reconciliation of the numerators and denominators of the basic and
diluted net income per share computation for fiscal years 2000, 2001, and 2002
is shown below (in thousands, except per share data):

<TABLE>
<CAPTION>
                                                                                                Fiscal Year
                                                                                                -----------
                                                                                        2000         2001        2002
                                                                                        ----         ----        ----
<S>                                                                                 <C>          <C>          <C>
Net income........................................................................  $  4,787     $   7,912    $   5,199
                                                                                    ========     =========    =========

Basic net income per share:
   Weighted average common shares outstanding.....................................     9,812         9,897        9,961
                                                                                    --------     ---------    ---------
Basic net income per share........................................................  $    .49     $     .80    $     .52
                                                                                    ========     =========    =========

Diluted net income per share:
   Weighted average common shares outstanding.....................................     9,812         9,897        9,961
   Weighted average common shares from stock optiongrants.........................       123           549          507
                                                                                    --------     ---------    ---------
   Weighted average common shares and common stock equivalents outstanding........     9,935        10,446       10,468
                                                                                    --------     ---------    ---------
Diluted net income per share......................................................  $    .48     $     .76    $     .50
                                                                                    ========     =========    =========
</TABLE>

     Stock options having an exercise price greater than the average market
value for the periods are excluded from the calculation of diluted net income
per share. As their effect would be antidilutive, stock options to purchase
1,196,841, 321,400, and 280,950 shares were excluded from the calculation of
diluted net income per share for the years ended March 31, 2000, 2001, and 2002,
respectively.

4.   MAJOR CUSTOMERS AND EXPORT SALES

     Two customers each accounted for more than 10% of revenues during fiscal
2000 and 2001, and one customer accounted for more than 10% of revenues in
fiscal 2002, as follows:

                                                    Fiscal Year
                                                    -----------
                                             2000      2001       2002
                                             ----      ----       ----
        Customer A.....................       63%       62%        81%
        Customer B.....................       33%       22%         7%

     Two United States customers comprised 96% of accounts receivable at March
31, 2001 and one United States customer comprised 98% of accounts receivable at
March 31, 2002.

     Revenues by region are as follows (in thousands):

                                                    Fiscal Year
                                                    -----------
                                             2000         2001         2002
                                             ----         ----         ----

        United States...........        $  15,037    $  21,140    $  19,292
        Europe..................              223        1,408          834
        Asia ...................              128        2,299          579
        Rest of world...........               55           59           35
                                        ---------    ---------    ---------
                                        $  15,443    $  24,906    $  20,740
                                        =========    =========    =========


                                       39
<PAGE>

5.   COMMON STOCK

     STOCK OPTION PLAN. The Company has one stock option plan (the Stock Option
Plan) under which 2,187,702 shares of common stock have been reserved as of
March 31, 2002, consisting of 1,873,731 shares for stock options already granted
and 313,971 shares for stock options not yet granted. The Company accounts for
this plan under APB No. 25; accordingly, no compensation expense for stock
option grants under the Stock Option Plan has been recognized in the
consolidated financial statements under the provisions of APB No. 25. SFAS No.
123 requires the disclosure of pro forma net income and income per share as if
the Company had adopted the fair value method as of the beginning of fiscal
1996. Under the fair value method, compensation cost is measured at the grant
date based on the value of the award and is recognized over the service period.
Under SFAS No. 123, the fair value of stock-based awards is calculated through
the use of option pricing models. Such models require subjective assumptions,
including future stock price volatility and estimated term. These calculations
were made using the Black-Scholes option pricing model. The assumptions and
results are shown in the following table:

                                                    Fiscal Year
                                                    -----------
                                            2000        2001        2002
                                            ----        ----        ----
        Risk-free interest rate......          6%          5%          5%
        Expected volatility..........         50%         50%         50%
        Weighted average fair
          values of option grants....   $   4.22    $   8.58    $   7.54
        Pro forma net  income........   $  3,002    $  6,089    $  2,954
        Per share....................   $    .30    $    .58    $    .28


The calculations assume an expected option life of from two to ten years. The
fair value of each option grant was estimated on the date of grant.

     The Company's Stock Option Plan provides that stock options may be granted
to employees, officers, directors, and consultants of the Company and that
option prices may be no less than 100% of the fair market value of the shares at
the date of grant. No options were granted to consultants during fiscal 2000,
2001, or 2002. The Board of Directors specifies the term of options and the
vesting schedule for exercise of options. The option term cannot exceed ten
years (except that incentive stock options granted to a principal shareholder
cannot exceed five years).

     The following table lists Stock Option Plan activity from March 31, 1999
through March 31, 2002:

<TABLE>
<CAPTION>
                                              Options                                 Weighted
                                             Available          Outstanding           Average
                                             for Grant            Options          Exercise Price
                                             ---------            -------          --------------

<S>                                          <C>                <C>                 <C>
Balance March 31, 1999..................       225,914            1,675,006           $    10.93
    Authorized..........................       300,000                   --
    Granted ............................      (313,450)             313,450           $     8.00
    Exercised...........................            --              (54,790)          $     7.71
    Expired ............................        25,456              (25,456)          $    10.96
                                             ---------           ----------
Balance March 31, 2000..................       237,920            1,908,210           $    10.54
                                             ---------           ----------
    Authorized..........................       300,000                  --
    Granted ............................      (364,800)             364,800           $    15.73
    Exercised...........................            --             (141,810)          $     9.62
    Expired ............................       103,100             (103,100)          $    11.54
                                             ---------           ----------
Balance March 31, 2001..................       276,220            2,028,100           $    11.49
                                             ---------           ----------
    Authorized..........................       300,000                   --
    Granted ............................      (345,500)             345,500           $    13.82
    Exercised...........................            --             (416,618)          $     9.52
    Expired ............................        83,251              (83,251)          $    13.86
                                             ---------           ----------
Balance March 31, 2002..................       313,971            1,873,731           $    12.25
                                             =========           ==========
</TABLE>


                                       40
<PAGE>

     The following table summarizes information about stock options outstanding
at March 31, 2002:

<TABLE>
<CAPTION>
                                             Options Outstanding                            Options Exercisable
                              ---------------------------------------------------       -----------------------------
                                 Number        Weighted-Average       Weighted-           Number         Weighted-
         Range of              Outstanding          Remaining          Average          Exercisable        Average
     Exercise Prices           At 3/31/02      Contractual Life    Exercise Price       At 3/31/02     Exercise Price
     ---------------           ----------      ----------------    --------------       ----------     --------------
<S>          <C>                 <C>               <C>                <C>                 <C>            <C>
$ 4.688   -  $ 9.563             324,830           5.1 years          $     7.49          172,335        $     7.04
$10.25    -  $11.63              495,451           6.1 years          $    11.00          391,117        $    10.97
$12.125   -  $13.125             632,600           7.2 years          $    12.87          318,700        $    12.79
$14.75    -  $22.75              420,850           7.8 years          $    16.45          168,475        $    15.56
                               ---------                                                ---------
          Totals               1,873,731                                                1,050,627
                               =========                                                =========
</TABLE>

     EMPLOYEE STOCK PURCHASE PLAN. The Company has an Employee Stock Purchase
Plan (Stock Purchase Plan), under which 102,866 shares are reserved as of March
31, 2002 for future purchases by employees. Under the Stock Purchase Plan,
eligible employees may designate from 2% to 6% of their compensation to be
withheld for the purchase of shares of common stock at 67% of a trailing average
price. The differential between fair market value and the average price of the
shares sold under the Stock Purchase Plan is charged to Company operations as a
compensation expense and is taxed to the employee as income. Under the Stock
Purchase Plan, employees purchased 16,857 shares for fiscal 2000, 12,964 shares
for fiscal 2001, and 12,942 shares for fiscal 2002. The average purchase price
per share was $6.06 for fiscal 2000, $9.51 for fiscal 2001, and $10.52 for
fiscal 2002. The weighted average fair value per share for shares purchased was
$9.63 for fiscal 2000, $15.05 for fiscal 2001, and $17.97 for fiscal 2002.

6.   COMMITMENTS AND CONTINGENCIES

     The Company occupies its buildings under various operating leases. The rent
expense relating to these buildings was approximately $480,000 for fiscal 2000,
$1,077,000 for fiscal 2001, and $1,169,000 for fiscal 2002. As of March 31,
2002, future minimum rental payments relating to these leases are (in
thousands):

                        Fiscal Year
                        -----------
                           2003.....................  $  1,164
                           2004.....................     1,218
                           2005.....................       908
                           2006.....................       855
                           2007.....................       139
                           Thereafter...............        --
                                                      --------
                                                      $  4,284
                                                      ========

     In July and December 1998, the Company filed complaints in the U.S.
District Court for the Northern District of California for infringement of
certain patents owned by the Company covering digital sound encoded on motion
picture film. One complaint named as defendants Sony Corporation, provider of
the SDDS digital sound system, and numerous producers, distributors, and
exhibitors of motion pictures with SDDS soundtracks. The other complaint named
as defendants Dolby Laboratories, Inc., provider of the Dolby Digital sound
system, and numerous producers, distributors, and exhibitors of motion pictures
with Dolby Digital soundtracks. Defensive counterclaims were filed by defendants
in response to these complaints. The Sony legal action has been settled by the
parties, resulting in revenue to the Company. The Dolby legal action resulted in
a settlement through a letter agreement which now is in the process of being
implemented as a definitive agreement. Prior to the settlements, certain legal
costs relating to these actions were capitalized by the Company and amortization
began in fiscal year 1999. The net book value of the capitalized legal costs was
written off against the proceeds of the Sony settlement payment during fiscal
year 2001. The net settlement amount payable to the Company from both
settlements totaled approximately $2,671,000 after deducting significant amounts
related to contingency interests in the recovery amount, foreign withholding
taxes, and the previously capitalized legal costs. Approximately $1,465,000 of
the net settlement amount was recorded as revenue in fiscal 2001, and the
balance of $1,206,000, in fiscal 2002. There will be no ongoing royalty payments
resulting from any continuation of the alleged


                                       41
<PAGE>

infringing activities of the defendants.

     In the normal course of business, the Company is subject to various claims
and assertions. In the opinion of management, the ultimate disposition of such
claims and assertions will not have a material adverse impact on the financial
position of the Company.

7.   INCOME TAXES

     The provision for income taxes for fiscal 2000, 2001, and 2002 consists of
the following (in thousands):

                                                       Fiscal Year
                                                       -----------
                                            2000          2001         2002
                                            ----          ----         ----

        Current provision:
           Federal.................    $      37     $     136    $      49
           State...................          104           220          213
           Foreign.................           --           354           --
                                       ---------     ---------    ---------
                                             141           710          262
        Deferred provision:
           Federal.................       (3,060)       (1,807)      (3,048)
           State...................           --            --           --
                                       ---------     ---------    ---------
                                          (3,060)       (1,807)      (3,048)
                                       ---------     ---------    ---------

        Income tax benefit.........    $  (2,919)    $  (1,097)   $  (2,786)
                                       =========     ==========   =========

     The Company's effective tax rate differs from the statutory rate as
follows:

                                                       Fiscal Year
                                                       -----------
                                            2000          2001         2002
                                            ----          ----         ----

Tax rate reconciliation:
   Federal statutory rate..............       34%           34%          34%
   State tax, net of federal  benefit..        6%            6%           6%
Change in valuation allowance..........     (198%)         (58%)       (159%)
Alternative minimum taxes..............        2%            2%          --
                                       ---------     ---------    ---------
                                            (156%)         (16%)       (119%)
                                       =========     =========    =========

     The major components of the net deferred tax asset as of March 31 are as
follows (in thousands):

                                                      2001             2002
                                                      ----             ----

Net operating loss carryforwards:
   Federal...........................              $  10,106        $  10,420
Tax credits..........................                    957              440
Reserves and accruals not
   currently deductible
   for tax purposes..................                  2,175            2,373
Depreciation.........................                    357              461
Capitalized patent costs.............                   (221)            (175)
Other................................                    (38)             211
                                                   ---------        ---------
   Total deferred tax asset..........                 13,336           13,730
Valuation allowance, provision.......                 (4,589)              --
Valuation allowance, equity..........                 (3,819)          (5,318)
                                                   ---------        ---------
Net deferred tax asset...............              $   4,928        $   8,412
                                                   =========        =========

     The Company analyzes its deferred tax assets with regard to potential
realization. The Company hasestablished a valuation allowance on a significant
portion of the deferred tax assets based upon the uncertainty of their
realization. The Company has


                                       42
<PAGE>

considered estimated future taxable income and ongoing prudent and feasible tax
planning strategies in assessing the amount of the valuation allowance.

     There are timing differences between when certain items are included in
book income and when the same items are included on income tax returns.
Therefore, tax payments or credits often occur in different periods than when an
income tax expense or benefit is included in the statements of income.

     The Company's federal net operating loss carryforwards of $30,648,000 will
expire at various dates from 2003 through 2022, if not utilized. The tax effect
of this amount is reflected above in the deferred tax asset footnote in the
amount of $10,640,000. Of this amount, $5,318,000 will be credited to equity
when released. As of March 31, 2002, the Company has recognized all prior net
operating loss benefits that have an impact on net income. Tax credits in the
amount of $408,000 for alternative minimum taxes have no expiration. Other tax
credits in the amount of $32,000 will expire in 2007 if not utilized.


                                       43
<PAGE>
<TABLE>
<CAPTION>
                         DREXLER TECHNOLOGY CORPORATION AND SUBSIDIARIES

                          SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
                            (In thousands, except per share amounts)


                                           1st Quarter    2nd Quarter     3rd Quarter    4th Quarter
                                           -----------    -----------     -----------    -----------
<S>                                         <C>             <C>             <C>           <C>
Fiscal 2001
   Product sales.........................   $   5,254       $   5,775       $  5,558      $   6,103
   License and royalty revenues..........         182             180            206          1,648
   Net revenues..........................       5,436           5,955          5,764          7,751
   Cost of sales.........................       3,180           3,066          2,575          3,378
   Net income............................       1,506           1,805          2,063          2,538
   Income per share:
       Basic.............................   $     .15       $     .18       $    .21      $     .26
       Diluted...........................   $     .15       $     .17       $    .19      $     .25

Fiscal 2002
   Product sales.........................   $   3,952       $   3,879       $  6,969      $   4,613
   License and royalty revenues..........         311             765             --            251
   Net revenues..........................       4,263           4,644          6,969          4,864
   Cost of sales.........................       2,253           2,033          3,673          2,544
   Net income............................       1,134           1,418          1,659            988
   Income per share:
       Basic.............................   $     .12       $     .14       $    .17      $     .10
       Diluted...........................   $     .11       $     .14       $    .15      $     .09

</TABLE>


                                       44
<PAGE>

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

     On April 8, 2002, the Board of Directors of Drexler Technology Corporation
(the "Company"), upon recommendation of the Audit Committee, dismissed Arthur
Andersen LLP ("Arthur Andersen") as the Company's independent public accountants
and engaged PricewaterhouseCoopers LLP ("PWC") to serve as the Company's
independent public accountants for the fiscal year ended March 31, 2002.

     Arthur Andersen's reports on the Company's consolidated financial
statements for each of the fiscal years ended March 31, 2001 and 2000 did not
contain an adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principles.

     During the fiscal years ended March 31, 2001 and 2000 and through the date
of their dismissal, there were no disagreements with Arthur Andersen on any
matter of accounting principle or practice, financial statement disclosure, or
auditing scope or procedure which, if not resolved to Arthur Andersen's
satisfaction, would have caused them to make reference to the subject matter in
connection with their report on the Company's consolidated financial statements
for such years; and there were no reportable events as defined in Item
304(a)(1)(v) of Regulation S-K.

     The Company provided Arthur Andersen with a copy of the foregoing
disclosures. A copy of Arthur Andersen's letter dated April 10, 2002, stating
its agreement with such statements, is contained in Exhibit 16 to the Company's
Report on Form 8-K dated April 8, 2002, filed by the Company on April 12, 2002.

     During the fiscal years ended March 31, 2001 and 2000 and through the date
of engagement of PWC, the Company did not consult PWC with respect to the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's consolidated financial statements, or any other matters or
reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.


                                       45
<PAGE>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

A.    DIRECTORS AND EXECUTIVE OFFICERS

<TABLE>
<CAPTION>
                               Officer or
                                Director
    Name               Age       Since           Position with Registrant and, If Different, Principal Occupation
    ----               ---       -----           ----------------------------------------------------------------
<S>                     <C>       <C>          <C>
Jerome Drexler          74        1968         Chairman of the Board of Directors and Chief Executive Officer of
                                               Drexler Technology Corporation and its wholly owned subsidiary,
                                               LaserCard Systems Corporation.

Richard M. Haddock      50        1997         Director; President and Chief Operating Officer (since 1997) of
                                               Drexler Technology Corporation and President and Chief Operating
                                               Officer (since 1989) of its wholly owned subsidiary, LaserCard Systems
                                               Corporation.

Christopher J. Dyball   51        1992         Director; Executive Vice President and General Manager, Card
                                               Manufacturing, Drexler Technology Corporation.

Steven G. Larson        52        1987         Vice President of Finance and Treasurer of Drexler Technology
                                               Corporation and its wholly owned subsidiary, LaserCard Systems
                                               Corporation.

Arthur H. Hausman       78        1981         Director; private investor. Retired Chairman, President, and Chief
                                               Executive Officer of Ampex Corporation (manufacturer of professional
                                               audio-video systems, data/memory products, and magnetic tape).
                                               Director of California Amplifier, Inc. (low-noise amplifiers).

Dan Maydan              66        1998         Director. President (since 1993) and Director (since 1992) of Applied
                                               Materials, Inc. (semiconductor manufacturing equipment). Director of
                                               Electronics for Imaging, Inc. (software).

William E. McKenna      82        1970         Director; private investor. Director of Midway Games, Inc.
                                               (interactive entertainment software for the home market) and WMS
                                               Industries, Inc. (coin-operated video and other games).

Walter F. Walker        47        1999         Director. President and CEO (since 2001) of Seattle Sonics & Storm
                                               Basketball (NBA and WNBA basketball teams); formerly President (since
                                               1994) of Seattle SuperSonics NBA basketball team. Previously, was
                                               President (in 1994) of Walker Capital, Inc. (money management firm)
                                               and Vice President (from 1987 to 1994) of Goldman Sachs & Co.
                                               (investment banking firm). Director of Redhook Ale Brewery and
                                               Advanced Digital Information Corporation (archival and backup
                                               data-storage peripherals). Trustee of Boys & Girls Clubs of America.
                                               Also a Chartered Financial Analyst (CFA).
</TABLE>

     There are no family relationships among any directors or executive officers
of the Company.

     It is anticipated that each of the directors and executive officers will
continue in his position, although there is no understanding or arrangement to
that effect. Each director holds office until the next annual meeting of
stockholders and until such director's successor is elected and qualified.
However, any of the above directors or executive officers could resign, and any
of the officers could be replaced or removed by the Board of Directors at any
time.


                                       46
<PAGE>

B.   SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors, executive officers, and beneficial owners of more than
10% of the Company's common stock to file with the Commission initial reports of
ownership and reports of changes in ownership of common stock and other equity
securities of the Company. The Company typically files these reports on behalf
of its directors and officers, based on information provided by them. The
Company believes, based on its review of Forms 3, 4, 5, if any, and periodic
written representations from reporting persons, that all officers, directors,
and holders of more than 10% of the Company's common stock complied with all
Section 16(a) filing requirements for the 2002 fiscal year.

ITEM 11. EXECUTIVE COMPENSATION

A.   COMPENSATION OF EXECUTIVE OFFICERS

     The following table discloses the total compensation paid to each of the
Company's four executive officers for the three fiscal years ended March 31,
2002, for services rendered in all capacities to the Company and its
subsidiaries.

<TABLE>
<CAPTION>
                                           SUMMARY COMPENSATION TABLE

                                                       Annual Compensation             Long-term Compensation
                                                       -------------------             ----------------------
                                       Fiscal                                           Securities Underlying       All  Other
Name and Principal Position             Year       Salary ($)        Bonus ($)             Option Grants (#)      Compensation(1)
---------------------------             ----       ----------        ---------             -----------------      ---------------
<S>                                     <C>         <C>              <C>                   <C>                    <C>
Jerome Drexler                          2002        $ 237,972               --                      --                      --
  Chairman of the Board and             2001          235,622         $ 50,000                      --                      --
  Chief Executive Officer               2000          250,786               --                      --                      --

Richard M. Haddock                      2002        $ 263,645               --                  30,000                $  5,437
  President and                         2001          255,029         $ 50,000                  30,000                   2,625
  Chief Operating Officer               2000          244,476               --                      --                      --

Christopher J. Dyball                   2002        $ 256,763               --                  30,000                $  5,437
  Executive Vice President; General     2001          237,227         $ 50,000                  30,000                   2,625
  Manager, Card Manufacturing           2000          229,840               --                      --                      --

Steven G. Larson                        2002        $ 207,810               --                  12,000                $  5,437
  Vice President of Finance             2001          207,234         $ 30,000                  20,000                   2,625
  and Treasurer                         2000          180,682               --                      --                      --
</TABLE>

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

(1)  Represents the Company's matching contribution on behalf of these
     individuals in the Company's 401(k) Plan.

STOCK OPTION GRANTS TO EXECUTIVE OFFICERS

     The following table sets forth the stock options granted to each of the
Company's four executive officers under the Company's Stock Option Plan during
the 2002 fiscal year ended March 31, 2002. The options become exercisable in
installments of one-fourth (1/4) each after one, two, three, and four years from
the date of grant.


                                       47
<PAGE>
<TABLE>
<CAPTION>

                                                    OPTION GRANTS IN LAST FISCAL YEAR

                                        Individual Grants
                        --------------------------------------------------------       Potential Realizable Value at
                        Number of       Percent of                                         Assumed Annual Rates of
                        Securities     Total Options     Exercise                         Stock Price Appreciation
                        Underlying      Granted to        Price     Expiration               For Option Term (3)
                         Options         Employees       ($/Share)     Date            -----------------------------
     Name               Granted(#)     in Fiscal Year       (1)         (2)                5% ($)         10% ($)
     ----               ----------     --------------    ---------  ----------         ------------   --------------
<S>                       <C>                <C>           <C>       <C>                 <C>             <C>
Jerome Drexler                --               --               --          --                   --               --

Richard Haddock           30,000             8.68%         $13.125     9/21/11             $247,627        $ 627,536

Christopher Dyball        30,000             8.68%         $13.125     9/21/11              247,627          627,536

Steven Larson             12,000             3.47%         $13.125     9/21/11               99,051          251,014

</TABLE>

---------------------
(1)  At the discretion of the Board of Directors and/or Stock Option Committee,
     the optionee may pay the exercise price to the Company in cash, by
     promissory note, or by delivering already owned shares, subject to certain
     conditions.

(2)  Options have ten-year terms but are subject to earlier termination in
     certain events.

(3)  The 5% and 10% assumed rates of appreciation are mandated by the rules of
     the Securities and Exchange Commission and do not represent the Company's
     estimate or projection of the future common stock price.

AGGREGATED OPTION EXERCISES AND OPTIONS HELD BY EXECUTIVE OFFICERS

     The following table sets forth the value of options exercised by the
Company's executive officers during the fiscal year ended March 31, 2002, and
remaining options held at fiscal year end.

                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                                                     Number of Securities
                          Shares                    Underlying Unexercised           Value of Unexercised
                         Acquired                         Options at                In-the-Money Options at
                            on         Value          Fiscal Year-end (#)            Fiscal Year-end ($)(2)
                         Exercise     Realized        -------------------            ----------------------
       Name                 (#)        ($)(1)     Exercisable    Unexercisable    Exercisable      Unexercisable
       ----              --------     ---------   -----------    -------------    -----------      -------------
<S>                      <C>          <C>           <C>           <C>              <C>             <C>
Jerome Drexler                --            --      240,600             --         $2,981,440               --
Richard Haddock           60,000      $698,424      155,333         74,167         $1,608,303         $608,138
Christopher Dyball        80,000       897,495      123,533         74,167         $1,227,119         $608,138
Steven Larson             62,702       623,834       86,000         48,667         $  791,799         $407,270
</TABLE>

----------------------
(1)  Market value of underlying securities (based on the fair market value of
     the Company's common stock on The Nasdaq Stock Market) at the time of their
     exercise, minus the exercise price.

(2)  Market value of securities underlying in-the-money options at fiscal year
     end (based on $22.05 per share, the closing market price of the Company's
     common stock on The Nasdaq Stock Market on the last day of the Company's
     fiscal year) minus the exercise price.

B. COMPENSATION OF DIRECTORS

     Each director receives a fee of $1,200 per month for serving as a director,
the standard fee in effect since July 1995. The Company also reimburses
reasonable out-of-pocket expenses incurred by directors performing services for
the Company.

     The Company's Stock Option Plan provides for the automatic grant of an
option to purchase 15,000 shares of the Company's common stock on the date any
person first becomes a director. These grants to newly elected directors have
become exercisable in cumulative increments of one-fourth (1/4) each at the end
of 12 months, 24 months, 36 months, and 48 months from the date of grant. The
Stock Option Plan further provides that on the date of the Company's annual
meeting, each non-employee director who has been a director of the Company for
the preceding six-month period and who is


                                       48
<PAGE>

re-elected at the annual meeting, is automatically granted an option to purchase
6,000 shares of the Company's common stock. The option share grants to the
re-elected directors are exercisable in full at the time of grant. The exercise
price for options granted to newly elected directors and re-elected directors is
the fair market value of the Company's common stock on the date of grant.

C.   EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT, AND CHANGE OF CONTROL
     ARRANGEMENTS

     None of the Company's executive officers has employment or severance
arrangements with the Company. Under the terms of the Stock Option Plan, the
Board of Directors and/or Stock Option Committee retains discretion, subject to
certain limits, to modify the terms of outstanding options.

     In the event of a merger or sale of assets or like event, the Board of
Directors is empowered to make appropriate adjustments to options under the
Stock Option Plan. The Board of Directors has adopted guidelines specifying the
following as adjustments that it would consider appropriate upon the occurrence
of such an event:

     o    permitting optionees no less than 30 days to exercise the vested
          portion of their options;

     o    having the successor corporation either (a) issue to optionees
          replacement options for the unvested portions of options, or else (b)
          pay deferred compensation on the spread between the value of Company
          stock upon the occurrence of such event and the option exercise price
          at the time such unvested portion would have vested; and

     o    providing for vesting of 100% of the unvested portion for optionees
          employed by the Company for at least two years prior to such event if
          their employment is terminated within one year of such event by the
          successor corporation other than by resignation or for acts of moral
          turpitude.

D.   COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     During fiscal 2002, none of the Company's executive officers served on the
board of directors of any entities whose directors or officers serve on the
Company's Compensation Committee. Jerome Drexler, the Company's Chief Executive
Officer, is a member of the Compensation Committee. The function of the
Compensation Committee, in coordination with the Board of Directors, is to
approve the salaries of executive officers (other than the Chief Executive
Officer) and to approve the salaries of certain other employees.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The table below, based upon information supplied by the principal
stockholders, shows the name, address, number of shares held, nature of
ownership, and percentage of shares held as of March 31, 2002 by the persons or
entities known to the Company to own beneficially more than 5% of the
outstanding common stock. Applicable percentages are based on 10,240,687 shares
outstanding on March 31, 2002.

<TABLE>
<CAPTION>
                                                   BENEFICIAL OWNERSHIP BY PRINCIPAL STOCKHOLDERS

                                                                                                  Common            Percent of
                          Name and Address of Beneficial Owner                                  Shares (1)             Class
                          ------------------------------------                                  ----------             -----

<S>                                                                                         <C>                       <C>
Jerome Drexler, c/o Drexler Technology Corporation, 1077 Independence Avenue,
Mountain View, CA 94043                                                                        1,049,048 (2)           10.0%

Fidelity Management & Research Company, 82 Devonshire Street, Boston, MA 02109                 1,090,761 (3)           10.7%

Citigroup Inc., 399 Park Avenue,  New York, NY 10043; and
Salomon Smith Barney Holdings Inc., 388 Greenwich Street, New York, NY 10013                     577,145 (4)            5.6%

William D. Witter, Inc., 51st Floor, 153 E. 53rd Street, New York, NY 10022                      906,780 (5)            8.9%
</TABLE>

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

(1)   Each of the stockholders named in this table has sole voting and
      investment power with respect to the shares indicated as beneficially
      owned, subject to community property laws, where applicable, and the
      information contained in the footnotes to this table.
(2)   Includes 240,600 shares purchasable by exercise of option within 60 days.
      Does not include 7,700 shares owned by Mr. Drexler's wife, as to which
      shares Mr. Drexler disclaims any beneficial ownership. Includes 10,000
      shares held by The Drexler Foundation, the assets of which are perpetually
      dedicated to charity. The power to vote and to dispose of the shares held
      by The Drexler Foundation is shared by the Foundation's directors,
      consisting of Mr. Drexler and his wife. Mr. Drexler disclaims beneficial
      ownership with respect to these shares.


                                       49
<PAGE>

(3)   Of the 1,090,761 shares attributed to Fidelity Management & Research
      Company, it has sole voting power over 400,129 of these shares and sole
      dispositive power over all 1,090,761 shares.

(4)   This information is based on a Schedule 13F HR filing with the SEC for the
      quarter ended March 31, 2002 by Citigroup Inc. on behalf of various
      Citigroup and Salomon Smith Barney entities. Of the 571,745 shares,
      Citigroup entities have sole voting and dispositive power over 600 shares,
      and Salomon Smith Barney entities have sole voting and dispositive power
      over 185,599 shares and shared voting and dispositive power over 353,500
      shares.

(5)   This information is based on a Schedule 13F filing with the SEC for the
      quarter ended March 31, 2002 by William D. Witter, Inc. Of the 906,780
      shares attributed to William D. Witter, Inc., it has sole voting power
      over 846,680 of these shares and sole dispositive power over all 906,780
      shares.

      The following table contains information as of March 31, 2002, respecting
the number of shares and percentage of the Company's common stock beneficially
owned by each of the Company's seven directors, by each executive officer of the
Company, and by all executive officers and directors as a group. The address of
each beneficial owner listed in the table is c/o Drexler Technology Corporation,
1077 Independence Avenue, Mountain View, California 94043. Applicable
percentages are based on 10,240,687 shares outstanding on March 31, 2002.

<TABLE>
<CAPTION>
               STOCK OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS

                                                                          Common           Percent
               Name                                                      Shares (1)      of Class (2)
               ----                                                      ----------      ------------
<S>                                                                       <C>                <C>
        Jerome Drexler                                                    1,049,048 (3)      10.0%
        Arthur H. Hausman                                                    50,392 (4)        .5%
        Dan Maydan=                                                          27,000 (5)        .3%
        William E. McKenna                                                   71,483 (6)        .8%
        Walter F. Walker                                                     38,750 (7)        .4%
        Richard M. Haddock                                                  161,031 (8)       1.5%
        Christopher J. Dyball                                               129,062 (9)       1.2%
        Steven G. Larson                                                     89,155 (10)       .9%
        All executive officers and directors as a group (8 persons)       1,621,921 (11)     14.8%
</TABLE>

------------------------
(1)  To the Company's knowledge, the persons named in the table have sole voting
     and investment power with respect to all shares of common stock shown as
     beneficially owned by them, subject to community property laws, where
     applicable, and the information contained in the footnotes to this table.
(2)  For purposes of computing the percentage of outstanding shares held by each
     person or group of persons named above on a given date, shares which such
     person or group has the right to acquire within 60 days after such date are
     deemed to be outstanding, but are not deemed to be outstanding for the
     purposes of computing the percentage ownership of any other person.
(3)  Includes 240,600 shares purchasable by exercise of option within 60 days.
     Does not include 7,700 shares owned by Mr. Drexler's wife, as to which
     shares Mr. Drexler disclaims any beneficial ownership. Includes 10,000
     shares held by The Drexler Foundation, the assets of which are perpetually
     dedicated to charity. The power to vote and to dispose of the shares held
     by The Drexler Foundation is shared by the Foundation's directors,
     consisting of Mr. Drexler and his wife. Mr. Drexler disclaims beneficial
     ownership with respect to these shares.
(4)  Includes 30,000 shares purchasable by exercise of option within 60 days.
(5)  Includes 27,000 shares purchasable by exercise of option within 60 days.
(6)  Includes 42,000 shares purchasable by exercise of option within 60 days.
(7)  Includes 20,000 shares purchasable by exercise of option within 60 days.
(8)  Includes 155,333 shares purchasable by exercise of option within 60 days.
(9)  Includes 123,533 shares purchasable by exercise of option within 60 days.
(10) Includes 86,000 shares purchasable by exercise of option within 60 days.
(11) Includes 724,466 shares purchasable by exercise of option within 60 days.


                                       50
<PAGE>

                      EQUITY COMPENSATION PLAN INFORMATION

     The table below shows information as of March 31, 2002, with respect to
equity compensation plans under which equity securities of the Company are
authorized for issuance. The Company's equity compensation plans, consisting of
the Stock Option Plan and Employee Stock Purchase Plan, are approved by security
holders.

<TABLE>
<CAPTION>
                                  Number of Securities to Be      Weighted-Average      Number of Securities Remaining Available
                                    Issued upon Exercise of      Exercise Price of          for Future Issuance under Equity
                                     Outstanding Options,       Outstanding Options,         Compensation Plans (Excluding
         Plan Category               Warrants, and Rights       Warrants, and Rights       Securities Reflected in Column (a))
         -------------               --------------------       --------------------            ------------------------
                                              (a)                       (b)                               (c)
<S>                                  <C>                        <C>                             <C>
Equity compensation plans
approved by security
holders                                    1,873,731                   $12.25                         416,837 (1)
</TABLE>

------------------------------
(1)   Includes 102,866 shares reserved as of March 31, 2002 for future purchases
      by employees through payroll deductions under the Company's Employee Stock
      Purchase Plan, which is available to all regular employees who work a
      minimum of 30 hours per week and who have completed six months of
      employment with the Company.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      None.


                                       51
<PAGE>

                                     PART IV

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

(a)   List of Documents Filed as Part of this Report

    1.  The Consolidated Financial Statements of the Company, filed herewith
        under Item 8, as follows:

                                                                     Page Number
                                                                     -----------

        (1)   Report of Independent Public Accountants                   30

        (2)   Consolidated Balance Sheets at March 31, 2001 and
              March 31, 2002                                             32

        (3)   Consolidated Statements of Income for Fiscal Years
              2000, 2001, and 2002                                       33

        (4)   Consolidated Statements of Stockholders' Equity for
              Fiscal Years 2000, 2001, and 2002                          34

        (5)   Consolidated Statements of Cash Flows for Fiscal Years
              2000, 2001, and 2002                                       35

        (6)   Notes to Consolidated Financial Statements                 36

    2.  Financial Statement Schedules:

        The schedule supporting the Company's Consolidated Financial
        Statements, filed herewith under Item 14(d), as follows:

        Schedule
         Number                      Description                     Page Number
        ---------                    -----------                     -----------

           --           Report of Independent Accountants on             54
                        Financial Statement Schedules

           II           Valuation and Qualifying Accounts                55


        Schedules not listed above are not applicable or not required, or the
        information required to be set forth therein is included in the
        Consolidated Financial Statements or the notes thereto.

    3.  Exhibits:

        The Exhibits to this Report, filed herewith under Item 14(c) or
        incorporated by reference from other documents previously filed with the
        Securities and Exchange Commission, as follows:

<TABLE>
<CAPTION>

        Exhibit                                                 Filed Herewith or Incorporated
        Number                       Description                     Herein by Reference to
        -------                      -----------                     ----------------------

<S>                     <C>                                  <C>
          3.1           Amended and Restated Certificate     Exhibit 3.1.1 to Report on Form
                        of Incorporation                     10-Q for period ended September 30, 2000


          3.2           Amended and Restated By-Laws as      Filed herewith as page 58
                        of July 24, 2001

         10.1           Building lease agreement with The    Exhibit 10.1.6 to Report on Form 10-K
                        Milla and Raymond Handley 1992       for fiscal year ended March 31, 2000
                        Trust (Marine Way)
</TABLE>


                                       52
<PAGE>
<TABLE>
<CAPTION>

        Exhibit                                                 Filed Herewith or Incorporated
        Number                       Description                     Herein by Reference to
        -------                      -----------                     ----------------------

<S>                     <C>                                     <C>
        10.1.1          Building lease agreement with Renault   Exhibit 10.1 to Report on Form 10-Q
                        & Handley Employees Investment Co.      for period ended September 30, 2000
                        (Bayshore Parkway)

        10.2            Optical memory card manufacturing       Exhibit 4 to Report on Form 8-K dated
                        license with Canon Inc.                 January 10, 1989

        10.3            Optical memory card manufacturing       Exhibit 10.8 to Report on Form 10-K for
                        license with Optical Memory Card        fiscal year ended March 31, 1991
                        Business Corporation

        10.4*           Stock Option Plan                       Exhibit 10.1 to Report on Form 10-Q for
                                                                period ended September 30, 2000

        10.4.1*         Amendment to Stock Option Plan          Exhibit 10.4.1 to Report on Form 10-K
                                                                filed June 28, 2001

        10.5            Patent License Agreement with           Exhibit 10.6 to Report on Form 10-K for
                        Nippon Conlux Co., Ltd.                 fiscal year ended March 31, 1999

        10.6            Subcontract with Information Spectrum   Exhibit 10.6 to Report on Form 10-K
                        Inc. dated June 2, 2000                 filed June 28, 2001

        16              Letter re Change in Certifying          Exhibit 16 to Report on Form 8-K dated
                        Accountants                             April 8, 2002

        21              Subsidiaries of the Registrant          Exhibit 21 to Report on Form 10-K
                                                                filed June 28, 2001

        23              Consents of Independent Accountants     Filed herewith as page 59
</TABLE>

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

(b) Reports on Form 8-K

    On April 12, 2002, the Company filed a Report on Form 8-K, which reported
under Item 4, a change in independent public accountants for the fiscal year
ended March 31, 2002.

    On May 15, 2002, the Company filed a Report on Form 8-K, which reported
under Item 5, the issuance of a press release containing financial results for
the fourth quarter and fiscal year ended March 31, 2002, and the restatement of
financial results for fiscal 1998 through fiscal 2001 and the first nine months
of fiscal 2002 due to changes in the timing of revenue recognition.

(c) Exhibits

    Exhibits 3.2 and 23 are filed herewith.

(d) Financial Statement Schedule

    Schedule II to the Company's Consolidated Financial Statements follows on
page 55.


                                       53
<PAGE>

                      REPORT OF INDEPENDENT ACCOUNTANTS ON
                          FINANCIAL STATEMENT SCHEDULES


To the Board of Directors
of Drexler Technology Corporation:

      Our audit of the consolidated financial statements of Drexler Technology
Corporation referred to in our report dated May 13, 2002, which report and
consolidated financial statements are included in this Annual Report on Form
10-K, also included an audit of the financial statement schedules for Fiscal
2002 listed in Item 14(a)(2) of this Form 10-K. In our opinion, these financial
statement schedules present fairly, in all material respects, the information
set forth therein when read in conjunction with the related consolidated
financial statements.

/s/ PricewaterhouseCoopers LLP
San Jose, California
May 13, 2002


                                       54
<PAGE>

                                                                     SCHEDULE II

                 DREXLER TECHNOLOGY CORPORATION AND SUBSIDIARIES

                      VALUATION AND QUALIFYING ACCOUNTS
           For the Fiscal Years Ended March 31, 2000, 2001, and 2002

<TABLE>
<CAPTION>
                                  Balance at     Additions (Deletions)     Additions
                                  Beginning           Charged to           Charged to                       Balance at
     Description                  of Period         Profit and Loss      Other Accounts     Deductions     End of Period
     -----------                  ---------         ---------------      --------------     ----------     -------------
<S>                               <C>                <C>                   <C>              <C>             <C>
Fiscal 2000:

    Product return reserve        $   300,000        $   219,000           $       --       $    19,000     $    500,000
                                  ===========        ===========           ==========       ===========     ============

    Deferred tax asset
       valuation allowance        $16,124,000        $(3,060,000)          $  105,000       $  (968,000)    $ 12,201,000
                                  ===========        ===========           ==========       ===========     ============
Fiscal 2001:

    Product return reserve        $   500,000        $        --           $       --       $   266,000     $    234,000
                                  ===========        ===========           ==========       ===========     ============
    Deferred tax asset
       valuation allowance        $12,201,000        $(1,807,000)          $  373,000       $(2,359,000)    $  8,408,000
                                  ===========        ===========           ==========       ===========     ============
Fiscal 2002:

    Product return reserve        $   234,000        $  (127,000)          $       --       $     7,000     $    100,000
                                  ===========        ===========           ==========       ===========     ============
    Deferred tax asset
       valuation allowance        $ 8,408,000        $(3,048,000)          $1,499,000       $(1,541,000)    $  5,318,000
                                  ===========        ===========           ==========       ===========     ============
</TABLE>


                                       55
<PAGE>

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:

      Dated: June 21, 2002

                                      DREXLER TECHNOLOGY CORPORATION


                          By                /s/ Jerome Drexler
                            ----------------------------------------------------
                            Jerome Drexler, Chairman and Chief Executive Officer

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jerome Drexler and Steven G. Larson, and
each of them, acting individually, as his attorney-in-fact, each with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Report on Form
10-K/A, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

      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                             Title                               Date
            ---------                             -----                               ----

<S>                                   <C>                                         <C>
/s/ Jerome Drexler                    Chairman of the Board of Directors          June 21, 2002
---------------------------------     and Chief Executive Officer
Jerome Drexler                        (Principal Executive Officer)


/s/ Steven G. Larson                  Vice President of Finance and Treasurer     June 21, 2002
---------------------------------     (Principal Financial Officer and
Steven G. Larson                      Principal Accounting Officer)


/s/ Richard M. Haddock                President and Chief Operating Officer;      June 21, 2002
---------------------------------     Director
Richard M. Haddock


/s/ Christopher J. Dyball             Executive Vice President;                   June 21, 2002
---------------------------------     Director
Christopher J. Dyball


/s/ Arthur H. Hausman                 Director                                    June 21, 2002
---------------------------------
Arthur H. Hausman


/s/ Dan Maydan                        Director                                    June 21, 2002
---------------------------------
Dan Maydan


/s/ William E. Mckenna                Director                                    June 21, 2002
---------------------------------
William E. McKenna


/s/ Walter F. Walker                  Director                                    June 21, 2002
---------------------------------
Walter F. Walker

</TABLE>


                                       56
<PAGE>

                                INDEX TO EXHIBITS
                                  [ITEM 14(c)]
Exhibit
Number      Description
------      -----------

3.1         Amended and Restated Certificate of Incorporation; previously filed
            as Exhibit 3.1.1 to Report on Form 10-Q for period ended September
            30, 2000, and incorporated herein by reference

3.2         Amended and Restated By-Laws as of July 24, 2001; filed herewith as
            page 58

10.1        Building lease agreement with The Milla and Raymond Handley 1992
            Trust (Marine Way); previously filed as Exhibit 10.1.6 to Report on
            Form 10-K for fiscal year ended March 31, 2000, and incorporated
            herein by reference

10.1.1      Building lease agreement with Renault & Handley Employees Investment
            Co. (Bayshore Parkway); previously filed as Exhibit 10.1 to Report
            on Form 10-Q for period ended September 30, 2000, and incorporated
            herein by reference

10.2        Optical memory card manufacturing license with Canon Inc.;
            previously filed as Exhibit 4 to Report on Form 8-K dated January
            10, 1989, and incorporated herein by reference

10.3        Optical memory card manufacturing license with Optical Memory Card
            Business Corporation; previously filed as Exhibit 10.8 to Report on
            Form 10-K for fiscal year ended March 31, 1991, and incorporated
            herein by reference

10.4        Stock Option Plan; previously filed as Exhibit 10.1 to Report on
            Form 10-Q for period ended September 30, 2000, and incorporated
            herein by reference

10.4.1      Amendment to Stock Option Plan; previously filed as Exhibit 10.4.1
            to Report on Form 10-K filed June 28, 2001, and incorporated herein
            by reference

10.5        Patent License Agreement with Nippon Conlux Co., Ltd.; previously
            filed as Exhibit 10.6 to Report on Form 10-K for fiscal year ended
            March 31, 1999, and incorporated herein by reference

10.6        Subcontract with Information Spectrum Inc. dated June 2, 2000;
            previously filed as Exhibit 10.6 to Report on Form 10-K filed June
            28, 2001, and incorporated herein by reference

16          Letter re Change in Certifying Accountant; previously filed as
            Exhibit 16 to Report on Form 8-K dated April 8, 2002

21          Subsidiaries of the Registrant; previously filed as Exhibit 21 to
            Report on Form 10-K filed June 28, 2001, and incorporated herein by
            reference

23          Consents of Independent Accountants; filed herewith as page 59


                                       57