**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-K/A**

 

**AmendmentNo. 1**

 
| **ý** | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF  THE SECURITIES EXCHANGE ACT OF 1934** |
|------------|-----------------------------------------------------------------------------------------------------|

 

**Forthe fiscal year ended December 31, 2004**

 

**OR**

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

 

**Commissionfile number 001-16047**

 

**ADVANCED POWER TECHNOLOGY, INC.**

(Exact name ofregistrant as specified in its charter)

 
| **Delaware**                                                    | ** ** | **93-0875072**                           |
|-----------------------------------------------------------------|------------|------------------------------------------|
| (State or other jurisdiction of  incorporation or organization) | ** ** | (I.R.S. Employer  Identification Number) |

 

**405SW Columbia Street, Bend, Oregon 97702**

(Address ofprincipal executive offices and zip code)

 

**(541)382-8028**

(Registrant’stelephone number)

 

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

**None**

 

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

**CommonStock, par value $.01 per share**

 

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Indicate by check markwhether the Registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to the filing requirementsfor the past 90 days. Yes ý  No o

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K isnot contained herein, and will not be contained to the best of the registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or in any amendment tothis Form 10-K. ý

 

Indicate by check markwhether the Registrant is an accelerated filer (as defined in Rule 12b-2of the Act). Yes ý  No o

 

The aggregate marketvalue of the voting stock held by non-affiliates of the Registrant as of June 30,2004, the last trade date for the end of our most recent fiscal second quarter,was $79 million based upon the composite closing price of the Registrant’sCommon Stock on the Nasdaq National Market System on that date.

 

The number of shares ofthe Registrant’s Common Stock outstanding as of February 22, 2005 was 10,696,510shares.

 

**DOCUMENTSINCORPORATED BY REFERENCE**

Portions of theregistrant’s proxy statement in connection with its 2005 Annual Meeting ofShareholders are incorporated by reference into Part III.

 

 

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**ADVANCED POWER TECHNOLOGY, INC.**

 

**EXPLANATORYNOTE**

 

We are filing this Amendment No. 1 to our annual report on Form 10-K for the year ended December 31, 2004 as filed with the Securities and Exchange Commission on March 8, 2005. This Amendment No. 1 to Form 10-K is filed solely to correct a typographical error in the Reports of KPMG LLP, Independent Registered Public Accounting Firm and the Consent of Independent Registered Public Accounting Firm, in which the conformed signatures were inadvertently omitted from the original filing.  The corrected reports of KPMG LLP are included below in this 10-K/A and the corrected consent is attached hereto as Exhibit 23.

 

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**Report of Independent Registered Public Accounting Firm**

 

The Board of Directorsand ShareholdersAdvanced Power Technology, Inc.:

 

We have audited theaccompanying consolidated balance sheets of Advanced Power Technology, Inc.and subsidiaries as of December 31, 2004 and 2003, and the relatedconsolidated statements of operations, stockholders’ equity and comprehensiveincome (loss), and cash flows for each of the years in the three-year periodended December 31, 2004. These consolidated financial statements are theresponsibility of the Company’s management. Our responsibility is to express anopinion on these consolidated financial statements based on our audits.

 

We conducted our audit inaccordance with the standards of the Public Company Accounting Oversight Board(United States). Those standards require that we plan and perform the audit toobtain reasonable assurance about whether the financial statements are free ofmaterial misstatement.  An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures inthe financial statements. An audit also includes assessing the accountingprinciples used and significant estimates made by management, as well asevaluating the overall financial statement presentation. We believe that ouraudits provide a reasonable basis for our opinion.

 

In our opinion, theconsolidated financial statements referred to above present fairly, in allmaterial respects, the financial position of Advanced Power Technology, Inc.and subsidiaries as of December 31, 2004 and 2003, and the results oftheir operations and their cash flows for each of the years in the three-yearperiod ended December 31, 2004, in conformity with U.S. generally acceptedaccounting principles.

 

We also have audited, inaccordance with the standards of the Public Company Accounting Oversight Board(United States), the effectiveness of Advanced Power Technology Inc.’s internalcontrol over financial reporting as of December 31, 2004, based oncriteria established in *InternalControl—Integrated Framework issued by the Committee of SponsoringOrganizations of the Treadway Commission (COSO)*, and our reportdated March 4, 2005 expressed an unqualified opinion on management’sassessment of, and the effective operation of, internal control over financialreporting.

 
|   | **/s/ KPMG LLP** |   |
|--------|------------------|--------|

 

 

Portland, Oregon

March 4, 2005

 

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**Report of Independent Registered Public Accounting Firm**

 

The Board of Directorsand ShareholdersAdvanced Power Technology, Inc.:

 

We have auditedmanagement’s assessment, included in the accompanying Management’s Report onInternal Control Over Financial Reporting appearing under Item 9A of this Form 10-K,that Advanced Power Technology, Inc. maintained effective internal controlover financial reporting as of December 31, 2004, based on criteriaestablished in *Internal Control—Integrated Framework issuedby the Committee of Sponsoring Organizations of the Treadway Commission (COSO)*.Advanced Power Technology, Inc.’s management is responsible formaintaining effective internal control over financial reporting and for itsassessment of the effectiveness of internal control over financial reporting.Our responsibility is to express an opinion on management’s assessment and anopinion on the effectiveness of the Company’s internal control over financialreporting based on our audit.

 

We conducted our audit inaccordance with the standards of the Public Company Accounting Oversight Board(United States). Those standards require that we plan and perform the audit toobtain reasonable assurance about whether effective internal control overfinancial reporting was maintained in all material respects. Our audit includedobtaining an understanding of internal control over financial reporting,evaluating management’s assessment, testing and evaluating the design andoperating effectiveness of internal control, and performing such otherprocedures as we considered necessary in the circumstances. We believe that ouraudits provide a reasonable basis for our opinions.

 

A company’s internalcontrol over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principles. A company’s internal control over financialreporting includes those policies and procedures that (1) pertain to themaintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally acceptedaccounting principles, and that receipts and expenditures of the company arebeing made only in accordance with authorizations of management and directorsof the company; and (3) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition, use, or disposition of the company’sassets that could have a material effect on the financial statements.

 

Because of its inherentlimitations, internal control over financial reporting may not prevent ordetect misstatements. Also, projections of any evaluation of effectiveness to futureperiods are subject to the risk that controls may become inadequate because ofchanges in conditions, or that the degree of compliance with the policies orprocedures may deteriorate.

 

In our opinion,management’s assessment that Advanced Power Technology, Inc. maintainedeffective internal control over financial reporting as of December 31,2004, is fairly stated, in all material respects, based on criteria establishedin *Internal Control—Integrated Framework issued by theCommittee of Sponsoring Organizations of the Treadway Commission (COSO)*.Also, in our opinion, Advanced Power Technology, Inc. maintained, in allmaterial respects, effective internal control over financial reporting as of December 31,2004, based on criteria established in *InternalControl—Integrated Framework issued by the Committee of SponsoringOrganizations of the Treadway Commission (COSO)*.

 

We also have audited, inaccordance with the standards of the Public Company Accounting Oversight Board(United States), the consolidated balance sheets of Advanced Power Technology, Inc.and subsidiaries as of December 31, 2004 and 2003, and the relatedconsolidated statements of operations, stockholders’ equity and comprehensiveincome (loss), and cash flows for each of the years in the three-year periodended December 31, 2004, and our report dated March 4, 2005,expressed an unqualified opinion on those consolidated financial statements.

 
|   | **/s/ KPMG LLP** |   |
|--------|------------------|--------|

 

 

Portland, Oregon

March 4, 2005

 

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**SIGNATURES**

 

Pursuant to therequirements of Sections 13 or 15(d) of the Securities Exchange Act of1934, as amended, the Registrant has duly caused this report to be signed onits behalf by the undersigned, thereunto duly authorized on April 21,2005.

 

 
|   | ADVANCED  POWER TECHNOLOGY, INC. |
|--------|---------------------------------------|
|   | By:                                   |   | /s/ GREG M. HAUGEN |   |
|   |                                  |   | Greg M. Haugen |   |
|   |                                  | Vice President,  Finance and Administration, Chief Financial Officer and Secretary |

 

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**INDEX TOEXHIBITS**

 

The exhibit index belowlists the exhibits that are filed as part of this Amendment.

 
| **Exhibit********Number** | ** ** | **Description**                                                                                                                     |
|---------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------|
|                      |       |                                                                                                                                |
|   23            |       | Consent of KPMG LLP,  Independent Registered Public Accounting Firm.                                                                |
|   31            |       | Rule13a-14(a)/15d-14(a) Certifications, as adopted  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.            |
|   32            |       | Certification pursuant  to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of  the Sarbanes-Oxley Act of 2002. |

 

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