**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-KSB/A**

**(Amendment No. 1)**

 
| **(Mark One)** |       |                                                                                                                 |
|----------------|------------|----------------------------------------------------------------------------------------------------------------------|
| **ý**     |       | **ANNUAL REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                            |
|           |       | **For the fiscal year ended  December 31, 2004**                                                                     |
|           |       |                                                                                                                 |
|           |       | **OR**                                                                                                               |
|           |       |                                                                                                                 |
| **o**          | ** ** | **TRANSITION REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                        |
|           |       | **For the transition period from               to** |

 

**Commission file number:  000-30656**

 

**APOGEE TECHNOLOGY, INC.**

(Exact name of small business issuer as specified inits charter)

 
| **DELAWARE**                                                                 | ** ** | **04-3005815**                        |
|------------------------------------------------------------------------------|------------|---------------------------------------|
| (State or other  jurisdiction of incorporation or organization)              | ** ** | (I.R.S. Employer  Identification No.) |
|                                                                         | ** ** |                                  |
| **129  MORGAN DRIVE**  **NORWOOD, MASSACHUSETTS**                  | ** ** | **02062**                             |
| (Address of  principal executive offices)                                    | ** ** | (Zip Code)                            |
| ** **                                                                   | ** ** | ** **                            |
| Registrant’s  telephone number, including area code: **(781) 551-9450** |

 

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

 
| ** **                              | ** ** | **Name of each exchange** |
|-----------------------------------------|------------|---------------------------|
| **Title of each class**                 | ** ** | **on which registered**   |
|                                    |       |                      |
| Common Stock,  $.01 Par Value Per Share |       | American Stock  Exchange  |

 

Securities registered pursuant to Section 12(g) of theExchange Act:  **None**

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days.

Yes o   No ý

 

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

 

Indicate by check markwhether the registrant is an accelerated filer (as defined in Exchange Act Rule12b-2).  Yes o   No ý

 

The aggregate marketvalue of the registrant’s voting and non-voting common stock held by non-affiliatesof the registrant on April 15, 2005, based on the closing price of the CommonStock on The American Stock Exchange of $1.30 per share on such date was$9,156,849.  Shares of common stock heldby officers and directors and by each person who owns 5 percent or more of theoutstanding stock have been excluded from this computation in that such personsmay be deemed to be affiliates.  Thisdetermination of affiliate status is not necessarily a conclusive determinationfor other purposes.

** **

**11,838,332**

(Number of shares of common stock outstandingas of April 15, 2005)

 

EXPLANATORY NOTE:

 

**THIS ANNUAL REPORT ONFORM 10-KSB/A HAS BEEN FILED BY THE REGISTRANT TO AMEND THE ANNUAL REPORT ONFORM 10-KSB FILED BY THE REGISTRANT ON APRIL 18, 2005 TO INCLUDE INFORMATIONREQUIRED TO BE DISCLOSED BY ITEMS 9-14 OF PART III OF FORM 10-KSB. OUR PREVIOUSFILING ON FORM 10-KSB WAS NOT COMPLETE AND THIS FILING DOES NOT COMPLETE THATFILING.**

** **

**DUE TO THE COMPANY’S INABILITY TO COMPLETE THE AUDIT PROCESSFOR ITS FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004,AUDITED FINANCIAL STATEMENTS, MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS AND OTHER FINANCIAL INFORMATION ARE NOTINCLUDED IN THIS DOCUMENT NOR WERE THEY INCLUDED IN THE PRIOR ANNUAL REPORT ONFORM 10-KSB.**

** **

**PLEASESEE THE CURRENT REPORTS ON FORM 8-K AND 8-K/A FILED APRIL 19, 2005 AND APRIL22, 2005 FOR ADDITIONAL INFORMATION. “APOGEE”, “WE”, “US”, OR “OUR” MEANSAPOGEE TECHNOLOGY, INC.**

 

 

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**PART III**

 

**Item 9.****                                                          ****DIRECTORS AND EXECUTIVE OFFICERSOF THE REGISTRANT**

 

***Identificationof Directors***

 

Below is certaininformation regarding each of our current directors, including his or herprincipal occupation during the past five years and current directorships.  Sheryl B. Stein is the daughter of Herbert M.Stein, our Chairman, President and Chief Executive Officer and Treasurer.  There are no other family relationshipsbetween any of our directors or executive officers.

 

 

| **Name**           | ** ** | **Age** | ** ** | **Position**                                                                |
|--------------------|------------|---------|------------|-----------------------------------------------------------------------------|
|               |       |    |       |                                                                        |
| Herbert M. Stein   |       | 76      |       | Chairman  of the Board, President and Chief Executive Officer and Treasurer |
| Alan W. Tuck       |       | 56      |       | Director                                                                    |
| Arthur S. Reynolds |       | 61      |       | Director                                                                    |
| Sheryl B. Stein    |       | 50      |       | Director                                                                    |
| Craig A. Dubitsky  |       | 39      |       | Director                                                                    |

 

Class I DirectorsContinuing in Office Until the 2005 Annual Meeting

 

Craig A. Dubitsky,has served as a Director since June 30, 2004. From March of 2002 to present, Mr. Dubitsky has been the Founder andManaging Partner of 20-10 LLC, an early stage venture capital and strategicadvisory firm.  Mr. Dubitsky was SeniorVice President of Venture Development for the Simon Property Group, the largestretail REIT in the United States from October 2000 through March 2002.  In addition Mr. Dubitsky was Founder and CEOof BIGMOVE, Inc./Masterkey until it was acquired by Public Storage in 2000  as well as Vice President and LME Specialistat the Salomon Smith Barney division of Citigroup from 1994 through 1999.  Mr. Dubitsky currently serves on the Board ofDirectors of Method Home Products, Declassified Brands LLC, Sharps USALLCOT-Overtime LLC, The Rheingold Brewing Company, Digital Advertising Networkand Upsource Partners.

 

Alan W. Tuck, has servedas a Director of the Company since 1998. He was Chief Strategic Officer of Organogenesis Inc. from September 1997to July 2000, and, at various times from August 1996 to June 1998, wasStrategic Advisor to Dyax Corp., Executive Vice President and Chief StrategicOfficer of Biocode, Inc., and Chief Strategic Officer of ImmuLogicPharmaceutical Corporation. Mr. Tuck was President and Chief Executive Officerof T Cell Sciences, Inc. from February 1992 to May 1996. He is currently aDirector of GTC Biotherapeutics, Inc. and a Partner at the Bridgespan Group, anon-profit consulting company.

 

Class II DirectorsContinuing in Office Until the 2006 Annual Meeting

 

Arthur S. Reynolds, hasserved as a Director since November 2003. Mr. Reynolds is the Founder of Rexon Limited of London and New Yorkwhere, since March1999, he has served as Managing Director.   Mr. Reynolds was Founder, Co-owner andManaging Partner of London-based Value Management & Research (UK) Limitedfrom 1997 to 1999.  In addition, Mr.Reynolds held executive positions at Merrill Lynch International Bank Limitedfrom 1978 to 1982, Banque de la Societe Financiere Europeene from 1977 to 1978,J.P. Morgan & Company from 1971 to 1977 and Mobil Corporation from 1967 to1971.

 

Sheryl B. Stein, hasserved as a Director of the Company since August 2000. Since January 1993, Ms.Stein has been employed at Bedford Group, Inc. where she currently serves asCo-Chief Executive Officer. Ms. Stein is the daughter of Herbert M. Stein.

 

Class III DirectorContinuing in Office Until the 2007 Annual Meeting

 

2

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Herbert M. Stein, hasserved as the Company’s President and Chief Executive Officer since January2001 and as Treasurer since 2003. Mr. Stein has been a Director of the Companysince 1996 and has been Chairman of the Board since January 2000. Mr. Stein wasChairman of the Board of Directors of Organogenesis Inc. from 1991 throughDecember 1999 and was Chief Executive Officer of Organogenesis from 1987through December 1999.  Mr. Stein is thefather of Sheryl B. Stein.

 

***Identificationof Executive Officers***

 

**Management**

 

Our officers are electedannually by our Board of Directors and serve at the discretion of the Board ofDirectors.  Set forth below isinformation regarding our current executive officers.

 

 

| **Name**         | ** ** | **Age** | ** ** | **Position**                                                                |
|------------------|------------|---------|------------|-----------------------------------------------------------------------------|
|             |       |    |       |                                                                        |
| Herbert M. Stein |       | 76      |       | Chairman  of the Board, President and Chief Executive Officer and Treasurer |
| David B. Meyers  |       | 45      |       | Chief Operating Officer                                                     |
| Andrew A. Adrian |       | 41      |       | Vice President of  Engineering                                              |

 

David B. Meyers wasappointed the Company’s Chief Operating Officer in February 2001.  From January 2000 until February 2001 he wasthe Company’s Vice President of Business Development. Prior to joining theCompany in 1996, Mr. Meyers was a principal engineer with Arinc ResearchCorporation and held various engineering and research positions at NorthropGrumman Corporation and Rockwell International.

 

Andrew A. Adrian hasserved as the Company’s Vice President of Engineering since August 2001.  From 1995 to 2001 he was a principal engineerfor the Company.  Prior to joining theCompany in 1995, Mr. Adrian was a design engineer with Northrop Grumman.

 

Mr. Stein’s biography isprovided above.

 

***AuditCommittee and Audit Committee Financial Expert***

 

Our Board has aseparately-designated Audit Committee as set forth in Section 3(a)(58)(A) ofthe Securities Exchange Act of 1934, as amended, (the “Exchange Act”) andestablished in accordance with the standards set forth by the American StockExchange.  The Audit Committee iscurrently comprised of Messrs. Arthur S. Reynolds and Alan W. Tuck, each ofwhom is independent in accordance with the applicable rules promulgated by theSEC and the American Stock Exchange.  TheAudit Committee selects and retains the independent auditors to audit theCompany’s financial statements, approves the terms of the engagement of theindependent auditor and reviews and approves all fees charged for audits andfor any non-audit projects.  The Board ofDirectors has adopted a written charter for the Audit Committee, a copy ofwhich is posted on the Company’s website at: http://www.apogeeddx.com.  TheBoard of Directors has concluded that Mr. Reynolds, Chairman of the AuditCommittee, meets the definition of an Audit Committee Financial Expert as suchterm is used in the rules and regulations of the SEC.

 

***Code of Conduct and Ethics***

 

The Company adopted acode of ethics that applies to all Apogee Technology, Inc. employees, includingour Chief Executive Officer.  Thisdocument has been filed as Exhibit 14 to our Annual Report on Form 10-KSB forthe year

 

3

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ended December 31, 2003as filed on March 30, 2004.  You canaccess the 10-KSB from our website at:  http://www.apogeeddx.com.

 

## **SECTION16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE**

 

Section 16(a) of theExchange Act requires our directors and officers, and persons who own more than10% of the Company’s Common Stock, to file with the Securities and ExchangeCommission (the “SEC”) initial reports of beneficial ownership and reports ofchanges in beneficial ownership of the Common Stock and other equity securitiesof the Company. Officers, directors and greater than 10% beneficial owners arerequired by SEC regulation to furnish the Company with copies of all Section16(a) forms they file.

 

To the best of ourknowledge, based solely on a review of copies of such reports furnished to theCompany and written representations that no other reports were required, duringthe fiscal year ended December 31, 2004, all Section 16(a) filing requirementsapplicable to its officers, directors and greater than 10% beneficial ownerswere complied with.

 

**Item 10.****                                                   ****EXECUTIVE COMPENSATION**

 

The following Summary Compensation Table providescertain summary information concerning compensation (including salary, bonuses,stock options, and certain other compensation) paid by us for services in allcapacities for the fiscal years ended December 31, 2004, 2003 and 2002,respectively to our Chief Executive Officer and to those executive officerswhose salary exceeded $100,000 in Fiscal Year 2004 (together being hereinafterreferred to as the “Named Executive Officers).

 

***Summary Compensation Table***

 
| ** **                                     | ** ** | ** ** | ** ** | **ANNUAL COMPENSATION** | ** ** | **LONG -TERM  COMPENSATION** | ** ** |
|------------------------------------------------|------------|------------|------------|-------------------------|------------|------------------------------|------------|
| **NAME AND POSITION**                          | ** ** | **YEAR**   | ** ** | **SALARY**              | ** ** | **BONUS**                    | ** ** | **SECURITIES UNDERLYING OPTIONS** | ** ** |
|                                           |       |       |       |                    |       |                         |       |   |   |
| Herbert M.  Stein, Chief Executive Officer     |       | 2004       |       | $                       | 295,000    |                         | -0-        |   | 375,000 |   |
|                                           |       | 2003       |       | $                       | 260,000    |                         | -0-        |   | 300,000 |   |
|                                           |       | 2002       |       | $                       | 195,000    |                         | -0-        |   | 100,000 |   |
|                                           |       |       |       |                    |       |                         |       |   |   |
| David B. Meyers,  Chief Operating Officer      |       | 2004       |       | $                       | 170,000    |                         | -0-        |   | 100,000 |   |
|                                           |       | 2003       |       | $                       | 155,000    |                         | -0-        |   | 50,000 |   |
|                                           |       | 2002       |       | $                       | 145,000    |                         | -0-        |   | 50,000 |   |
|                                           |       |       |       |                    |       |                         |       |   |   |
| Andrew A.  Adrian, Vice President, Engineering |       | 2004       |       | $                       | 140,000    |                         | -0-        |   | 60,000 |   |
|                                           |       | 2003       |       | $                       | 125,000    |                         | -0-        |   | 35,000 |   |
|                                           |       | 2002       |       | $                       | 115,000    |                         | -0-        |   | 35,000 |   |

 

## **OPTIONGRANTS IN LAST FISCAL YEAR**

 

The following table setsforth information with respect to stock options granted during our fiscal yearended December 31, 2004, to each of the executive officers named in the SummaryCompensation Table above.  The percentageof total options granted to the Company’s employees and directors in the lastfiscal year is based on options granted to purchase an aggregate of 959,000shares of Common Stock during fiscal 2004.

 

Theamounts shown as “Potential Realizable Value” represent hypothetical gains thatcould be achieved for the respective options if exercised at the end of theoption term. These gains are based on assumed rates of stock price appreciationof 5% and 10% compounded annually from the date the respective options weregranted to their expiration date. The gains shown are net of the optionexercise price, but do not include deductions for taxes or other expensesassociated with the exercise. Actual gains, if any, on stock option exerciseswill depend on the future performance of the Common Stock, the optionee’scontinued employment through the option period and the date on 

 

4

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which the options are exercised. The 5% and 10% assumed annual rates ofcompounded stock price appreciation are mandated by rules of the SEC and do notrepresent the Company’s estimate or projection of the future price of theCompany’s Common Stock.

 
| ** **       | ** ** | **INDIVIDUAL GRANTS**                          | ** ** | ** **                                           | ** ** | ** **          | ** ** |
|------------------|------------|------------------------------------------------|------------|------------------------------------------------------|------------|---------------------|------------|
| ** **       | ** ** | **NUMBER OF  SECURITIES  UNDERLYING  OPTIONS** | ** ** | **PERCENT OF  TOTAL OPTIONS  GRANTED TO  EMPLOYEES** | ** ** | **EXERCISE  PRICE** | ** ** | **EXPIRATION** | ** ** | **POTENTIAL REALIZABLE  VALUE AT ASSUMED  ANNUAL RATES OF STOCK  PRICE APPRECIATION FOR  OPTION TERM** | ** ** |
| **NAME**         | ** ** | **GRANTED**                                    | ** ** | **IN FISCAL YEAR 2004**                              | ** ** | **PER SHARE**       | ** ** | **DATE** | ** ** | **5%** | ** ** | **10%** | ** ** |
|             |       |                                           |       |                                                 |       |                |       |   |   |   |   |   |   |
| Herbert M. Stein |       | 175,000                                        |       | 18.25                                                | %          | $                   | 8.65       |   | 03/25/14 |   | $ | 951,989 |   | $ | 2,412,528 |   |
| Herbert M. Stein |       | 200,000                                        |       | 20.86                                                | %          | $                   | 8.92       |   | 06/07/14 |   | $ | 1,121,948 |   | $ | 2,843,237 |   |
| David B. Meyers  |       | 50,000                                         |       | 5.21                                                 | %          | $                   | 8.65       |   | 03/25/14 |   | $ | 271,997 |   | $ | 689,294 |   |
| David B. Meyers  |       | 50,000                                         |       | 5.21                                                 | %          | $                   | 9.06       |   | 06/02/14 |   | $ | 284,889 |   | $ | 721,965 |   |
| Andrew A. Adrian |       | 35,000                                         |       | 3.65                                                 | %          | $                   | 8.65       |   | 03/25/14 |   | $ | 190,398 |   | $ | 482,506 |   |
| Andrew A. Adrian |       | 25,000                                         |       | 2.61                                                 | %          | $                   | 9.06       |   | 06/02/14 |   | $ | 142,445 |   | $ | 360,983 |   |
|                  |            |                                                |            |                                                      |            |                     |            |  |  |  |  |  |  |  |  |  |  |  |

 

**YEAR-ENDOPTION VALUES**

 

The following tableprovides information regarding the value of both exercisable and unexercisablestock options held by the named executive officers as of December 31, 2004 andthe value of “in-the-money” options, which values represent the positive spreadbetween the exercise price of any such option and the fiscal year-end value ofthe Company’s Common Stock.

 
| ** **       | ** ** | **NUMBER OF SECURITIES UNDERLYING** | ** ** | **VALUE OF THE UNEXERCISED**  | ** ** |
|------------------|------------|-------------------------------------|------------|-------------------------------|------------|
| ** **       | ** ** | **UNEXERCISED OPTIONS/SARs**        | ** ** | **IN-THE-MONEY OPTIONS/SARs** | ** ** |
| ** **       | ** ** | **AT FISCAL YEAR END**              | ** ** | **AT FISCAL YEAR END (1 )**   | ** ** |
| **NAME**         | ** ** | **EXERCISABLE**                     | ** ** | **UNEXERCISABLE**             | ** ** | **EXERCISABLE** | ** ** | **UNEXERCISABLE** | ** ** |
|             |       |                                |       |                          |       |   |   |   |   |
| Herbert M. Stein |       | 820,000                             |       | 625,000                       |       | $ | (1,257,000 | ) | $ | (918,850 | ) |
| David B. Meyers  |       | 141,000                             |       | 188,000                       |       | $ | 279,540 |   | $ | (506,320 | ) |
| Andrew A. Adrian |       | 109,000                             |       | 120,000                       |       | $ | 253,265 |   | $ | (303,720 | ) |

 

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(1)   The value of unexercised in-the-money optionsat fiscal year end assumes a fair market value for the Company’s Common Stockof $4.38, the closing bid price per share of the Company’s Common Stock asquoted on the American Stock Exchange on December 31, 2004.

 

**EquityCompensation Plan Information**

 

The table below providescertain aggregate information with respect to the Company’s 1997 Employee,Director and Consultant Stock Option Plan in effect as of December 31, 2004.

 

5

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| **Plan Category**      | ** ** | **Number of Securities to be Issued  Upon Exercise of Outstanding  Options** | ** ** | **Weighted Average Exercise Price  of Outstanding Options** | ** ** | **Number of Securities Remaining  Available for Future Issuance  Under Equity Compensation Plans  (excluding securities reflected in  first column)** | ** ** |
|------------------------|------------|------------------------------------------------------------------------------|------------|-------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| Equity  Compensation   |       | 3,317,820                                                                    |       | $                                                           | 5.67       |                                                                                                                                                  | 342,460    |   |
| Plans Approved  by     |       |                                                                         |       |                                                        |       |                                                                                                                                                  |       |
| Security Holders  (1)  |       |                                                                         |       |                                                        |       |                                                                                                                                                  |       |
| Equity  Compensation   |       | None                                                                         |       | N/A                                                         |       | N/A                                                                                                                                                   |       |
| Plans not  Approved by |       |                                                                         |       |                                                        |       |                                                                                                                                                  |       |
| Security Holders       |       |                                                                         |       |                                                        |       |                                                                                                                                                  |       |
| Total                  |       | 3,317,820                                                                    |       | $                                                           | 5.67       |                                                                                                                                                  | 342,460    |   |

 

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(1)           This plan consists of the 1997Employee, Director and Consultant Stock Option Plan initially approved by theCompany’s stockholders in 1997.

 

**DIRECTOR COMPENSATION**

 

It is our policy not topay cash compensation to members of the Board for attendance at Board meetings.The Company does reimburse Directors for travel expenses directly related toattendance at Board meetings.

 

Directors are eligible toparticipate in the Company’s 1997 Employee, Director and Consultant StockOption Plan (the “Plan”).  Optionsgranted under the Plan to non-employee directors vest over a five year periodbeginning after one year of service from the date of grant.  Options to purchase 20,000 shares of theCompany’s Common Stock, at an exercise price of $8.65 per share, vesting overfive years, were granted under the Plan during Fiscal 2004 to each of Arthur S.Reynolds, Sheryl B. Stein and Alan W. Tuck. Options to purchase 2,500 shares of the Company’s Common Stock, at anexercise price of $8.50 per share, vesting over five years, were granted underthe Plan during Fiscal 2004 to the Audit Committee members Arthur S. Reynoldsand Alan W. Tuck.  In addition, optionsto purchase 20,000 shares of the Company’s Common Stock, at an exercise priceof $8.45 per share, vesting over five years, were granted under the Plan duringFiscal 2004 to Craig A. Dubitsky. Options granted during fiscal 2004 to Herbert M. Stein are reportedunder “Executive Compensation - Option Grants in Last Fiscal Year.”

 

**COMPENSATIONCOMMITTEE INTERLOCKS AND INSIDER PARTICIPATION**

 

Compensation Committee.  The Compensation Committee is currentlycomprised of Messrs. Alan W. Tuck and Arthur S. Reynolds, each of whomqualifies as an independent director under the rules of The American StockExchange.    None of our executiveofficers serves as a member of the compensation committee or board of directorsof any entity which has an executive officer serving as a member of our Boardof Directors or Compensation Committee. 

 

6

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**Item 11.****                                                    SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERMATTERS**

 

The following table setsforth certain information as of March 15, 2005 concerning the ownership ofCommon Stock by each Stockholder known by the Company to be the beneficialowner of more than 5% of its outstanding shares of Common Stock, each currentmember of the Board of Directors, each executive officer named in the SummaryCompensation Table on page 7 hereof, and all current directors and executiveofficers as a group.

 
| ** **                                                   | ** ** | **SHARES BENEFICIALLY** | ** ** |
|--------------------------------------------------------------|------------|-------------------------|------------|
| ** **                                                   | ** ** | **OWNED (1)**           | ** ** |
| **NAME AND ADDRESS****                                       | ** ** | **NUMBER**              | ** ** | **PERCENT** | ** ** |
| Herbert M. Stein                                             |       |                    |       |   |   |
| 71 Fairlee Road,  Waban, MA 02468                            |       | 2,628,834               | (2)        | 22.21 | % |
| H.M. Stein  Associates                                       |       |                    |       |   |   |
| c/o Herbert M.  Stein                                        |       |                    |       |   |   |
| 71 Fairlee Road,  Waban, MA 02468                            |       | 1,466,334               | (3)        | 12.39 | % |
| David Spiegel                                                |       |                    |       |   |   |
| 600 Mountain  Street, Sharon, MA 02067                       |       | 1,814,532               | (4)        | 15.33 | % |
| Sheryl B. Stein                                              |       |                    |       |   |   |
| 150 East 57th  Street, New York, NY 10022                    |       | 832,470                 | (5)        | 7.03 | % |
| Leo Spiegel                                                  |       |                    |       |   |   |
| 30 Ashcroft  Road, Sharon, MA 02067                          |       | 783,636                 |       | 6.62 | % |
| Alan W. Tuck                                                 |       | 253,500                 | (6)        | 2.14 | % |
| David B. Meyers                                              |       | 182,000                 | (7)        | 1.54 | % |
| Andrew A. Adrian                                             |       | 137,000                 | (8)        | 1.16 | % |
|                                                         |       |                    |       |   |   |
| Arthur S.  Reynolds                                          |       | 8,500                   | (9)        |   | * |
| Craig A.  Dubitsky                                           |       | —                  |       |   | * |
|                                                         |       |                    |       |   |   |
| All executive  officers and directors as a group (7 persons) | ** ** | 4,037,804               | (10)       | 30.55 | % |

 

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* Represents beneficialownership of less than 1% of the Company’s outstanding shares of Common Stock.

 

**Addresses are given forbeneficial owners of more than 5% of the Company’s outstanding stock only.

 

(1) The number of sharesof Common Stock issued and outstanding on March 15, 2005 was 11,838,332. Thecalculation of percentage ownership of each listed beneficial owner is basedupon the number of shares of Common Stock issued and outstanding on March 15,2005, plus shares of Common Stock subject to options and/or warrants held bysuch person at March 15, 2005 and exercisable within 60 days thereafter. Thepersons and entities named in the table have sole voting and investment powerwith respect to all shares shown as beneficially owned by them, except as notedbelow.

 

(2) Includes 96,100shares of Common Stock owned directly by Mr. Stein, 860,000 shares of CommonStock which may be purchased by Mr. Stein upon the exercise of fully vested options,95,000 shares of Common Stock which may be purchased within 60 days of March15, 2005 upon exercise of stock options, 111,400 shares of Common Stock ownedby Mr. Stein’s wife, and 1,466,334 shares of Common Stock owned by H.M. SteinAssociates (“HMSA”).

 

(3) The partners of H.M.Stein Associates are Herbert M. and Renee Stein, their daughters, Erica, Sheryland Sharyn and Fairlee Corporation. Mr. Stein has an 8% general partnershipinterest in H.M. Stein Associates. Mr. Stein and his wife, Renee Stein, are thesole stockholders of Fairlee Corporation, which has a 1% general partnershipinterest in H.M. Stein Associates. Mr. Stein disclaims beneficial ownership of91% of such shares.

 

7

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**(4)  Includes 1,731,232shares of Common Stock owned directly by Mr. Spiegel, 200 shares of CommonStock owned by Mr. Spiegel’s wife and 400 shares of Common Stock owned by Mr.Spiegel’s wife as custodian for two minor children.  Includes 82,700 shares of Common Stock ownedby The Spiegel Family Limited Partnership. Mr. Spiegel has sole voting and investment power with respect to theseshares, but disclaims beneficial ownership of 68% of such shares.**

** **

(5) Includes 260,400shares of Common Stock owned directly by Ms. Stein, 40,000 shares of CommonStock which may be purchased by Ms. Stein upon exercise of fully vestedoptions, and 12,000 shares of Common Stock which may be purchased within 60days of March 15, 2005 upon exercise of fully vested stock options.  Includes 19,400 shares of Common Stock ownedby H.M. Stein & Co. and 500,670 shares of Common Stock owned by H.M. SteinAssociates.

 

(6) Includes 127,000shares of Common Stock owned directly by Mr. Tuck, 40,000 shares of CommonStock which may be purchased by Mr. Tuck upon exercise of fully vested options,12,500 shares of Common Stock which may be purchased within 60 days of March15, 2005 upon exercise of fully vested stock options, 60,000 shares owned byMr. Tuck’s wife and 14,000 shares held in a trust for Mr. Tuck’s brother ofwhich Mr. Tuck disclaims beneficial ownership.

 

(7) Includes 158,000shares of Common Stock which may be purchased by Mr. Meyers upon exercise offully vested options and 24,000 shares of Common Stock which may be purchasedwithin 60 days of March 15, 2005 upon the exercise of stock options.

 

(8) Includes 120,000shares of Common Stock which may be purchased by Mr. Adrian upon exercise offully vested options and 17,000 shares of Common Stock which may be purchasedwithin 60 days of March 15, 2005 upon the exercise of stock options.

 

(9) Includes 4,000 sharesof Common Stock which may be purchased by Mr. Reynolds upon exercise of fullyvested options and 4,500 shares of Common Stock which may be purchased within60 days of March 15, 2005 upon the exercise of stock options.

 

(10) Includes 1,546,780shares of Common Stock which may be purchased upon exercise of fully vestedoptions and 186,400 shares of Common Stock which may be purchased within 60days of March 15, 2004 upon the exercise of stock options.

 

**Item 12.****                                                    CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS**

 

**In April 1997, the Company moved its principal executiveoffices to a facility owned by Mr. David Spiegel, a major shareholder of theCompany.  On October 1, 2001 the Companysigned a 24-month lease, expiring September 30, 2003. On October 1, 2003, theCompany signed a 12-month lease extension.  Currently the Company is a tenant-at-will leasing the facility on amonth-to-month basis.   The Company rentsthe facility for $4,400 per month effective October 1, 2001. Rent paid during2004, 2003 and 2002 amounted to $158, 400 in the aggregate.  The Company believes that amounts paidpursuant to this lease are below market value.**

** **

In December 2001, theCompany entered into an employment agreement with Herbert M. Stein pursuant towhich Mr. Stein shall serve as the Company’s Chief Executive Officer andPresident, as well as Chairman of the Board of Directors, subject to the rightsof the shareholders of the Company to elect the Company’s directors.  The employment agreement was for an initialterm ending on January 1, 2004 and is to be automatically extended foradditional two-year periods unless terminated by either party no later thanOctober 1 of the preceding year. Mr. Stein is entitled to an annual basesalary, effective January 1, 2004, of $295,000 which may be increased at thediscretion of the Company’s Board of Directors, and annual bonuses asdetermined by the Company’s Board of Directors. Upon a change of control of theCompany, as defined in the agreement, all stock options held by Mr. Stein shallbecome fully vested. The Company may terminate the employment agreement with orwithout Cause, as defined in the agreement.

 

8

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In the event of Mr. Stein’sdeath or disability, the agreement provides that he (or his estate) shall beentitled to accrued salary through the date of termination, any bonus the Boardof Directors has determined appropriate, and any proceeds or other benefitsfrom insurance policies or other benefit plans to which he (or his estate)would be entitled.  In the event that Mr.Stein’s employment is terminated for Cause, he shall only be entitled toaccrued salary through the date of termination. In the event that Mr. Stein is terminated without Cause, he shall beentitled to accrued salary through the date of termination, continued basesalary payments for the greater of 24 months or the remainder of the term ofthe agreement, continued medical plan benefits for 24 months following the dateof termination, and an amount equal to the highest bonus he has previouslyreceived under the agreement, prorated to the date of termination.  In the event that Mr. Stein voluntarilyterminates his employment, he shall be entitled to accrued salary through thedate of termination and an amount equal to the highest bonus he has previouslyreceived under the agreement, prorated to the date of termination.

 

**Item 13.****                                                 EXHIBITS**

 

The following is a listof exhibits filed as part of this Form 10-KSB/A.

 
| **Exhibit  No.** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                     |
|------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|             |       |                                                                                                                                                                                                                                                                                                                                                                                |
| 3.1              |       | Certificate of  Incorporation of Apogee Technology, Inc., incorporated herein by  reference to Exhibit 3.1 to the Registrant’s Form 10-SB, as amended  (File No. 000-17053).                                                                                                                                                                               |
|             |       |                                                                                                                                                                                                                                                                                                                                                                                |
| 3.2              |       | Amendment of  Certificate of Incorporation of Apogee Technology, Inc., incorporated  herein by reference to Exhibit 3.2 to the Registrant’s Form 10-SB,  as amended (File No. 000-17053).                                                                                                                                                                  |
|             |       |                                                                                                                                                                                                                                                                                                                                                                                |
| 3.3              |       | Certificate of  Amendment to Certificate of Incorporation of Apogee Technology, Inc.,  incorporated herein by reference from Exhibit 3.3 to the Registrant’s  Quarterly Report on Form 10-QSB for the quarter ended June 30, 2001  (File. No. 000-30656).                                                                                             |
|             |       |                                                                                                                                                                                                                                                                                                                                                                                |
| 3.4              |       | Restated By-Laws of  Apogee Technology, Inc., incorporated herein by reference from  Exhibit 3.4 to the Registrant’s Quarterly Report on Form 10-QSB for  the quarter ended June 30, 2001 (File. No. 000-30656).                                                                                                                                      |
|             |       |                                                                                                                                                                                                                                                                                                                                                                                |
| 4.1              |       | Form of 1999 Warrant to  purchase shares of Common Stock of the Registrant, incorporated herein by  reference to Exhibit 10.2 to the Registrant’s Form 10-SB, as amended (File  No. 000-17053).                                                                                                                                                                                |
|             |       |                                                                                                                                                                                                                                                                                                                                                                                |
| 4.2              |       | Form of Warrant dated  August 24, 2004 issued to investors, incorporated herein by reference from  Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed with the  Commission on August 30, 2004 (File No. 001-10456).                                                                                                                                            |
|             |       |                                                                                                                                                                                                                                                                                                                                                                                |
| 7.1              |       | Letter from Yohalem  Gillman & Co. LLP dated April 12, 2005 regarding non-reliance upon a  previously issued audit report and completed interim reviews, incorporated  herein by reference from Exhibit 7.1 from the Registrant’s Current Report on  Form 8-K, filed with the Commission on April 19, 2005 (File No. 001-10456).                                           |
|             |       |                                                                                                                                                                                                                                                                                                                                                                                |
| 7.2              |       | Letter from Yohalem,  Gillman & Co., LLP, dated April 22, 2005, amending and clarifying their  letter regarding non-reliance upon a previously issued audit report and  completed interim reviews, incorporated herein by reference from Exhibit 7.1  from the Registrant’s Current Report on Form 8-K, filed with the Commission  on April 22, 2005 (File No. 001-10456). |
|             |       |                                                                                                                                                                                                                                                                                                                                                                                |
| 7.3              |       | Letter from Anchin,  Block & Anchin, LLP, dated April 22, 2005 clarifying their view regarding  non-reliance upon a previously issued audit report and completed interim  reviews, incorporated herein by reference from Exhibit 7.2 from the  Registrant’s Current Report on Form 8-K, filed with the Commission on April  22, 2005 (File No. 001-10456).                 |
|             |       |                                                                                                                                                                                                                                                                                                                                                                                |
| 10.1*            |       | License Agreement dated  February 2, 2001 by and between the Registrant and STMicroelectronics,  NV, incorporated herein by reference from Exhibit 10.1 to the  Registrant’s                                                                                                                                                                                         |

 

9

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|   |   | Quarterly Report on  Form 10-QSB for the quarter ended March 31, 2001. (File  No. 000-30656).                                                                                                                                                                                                             |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                     |
| 10.2   |   | Form of 1999 Stock and  Warrant Subscription Agreement, incorporated herein by reference to  Exhibit 10.1 to the Registrant’s Form 10-SB, as amended (File  No. 000-17053).                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                     |
| 10.3   |   | Form of 2000 Stock  Subscription Agreement, incorporated herein by reference to Exhibit 10.3  to the Registrant’s Form 10-SB, as amended (File No. 000-17053).                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                     |
| 10.4   |   | Securities Purchase  Agreement, incorporated herein by reference to Exhibit 10.1 to the  Registrant’s Current Report on Form 8-K, dated April 29, 2001 (File No.  001-10456).                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                     |
| 10.5   |   | Registration Rights  Agreement, incorporated herein by reference to Exhibit 10.2 to the  Registrant’s Current Report on Form 8-K, dated April 29, 2001 (File No.  001-10456).                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                     |
| 10.6   |   | Form of Warrant,  incorporated herein by reference to Exhibit 10.3 to the Registrant’s Current  Report on Form 8-K, dated April 29, 2001 (File No. 001-10456).                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                     |
| 10.7   |   | Addendum to Securities  Purchase Agreement, incorporated herein by reference to Exhibit 10.4 to the  Registrant’s Current Report on Form 8-K, dated April 29, 2001 (File No.  001-10456).                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                     |
| 10.8   |   | Employment Agreement  dated June 7, 2004 between Herbert M. Stein and Apogee Technology, Inc.,  incorporated herein by reference to Exhibit 10.1 to the Registrant’s  Quarterly Report on Form 10-QSB, for the period ended June 30, 2004 (File No.  001-10456).                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                     |
| 10.9*  |   | Transfer, Employment  and Royalty Agreement dated April 30, 2004 between Glenn Fricano and Apogee  Technology, Inc. incorporated herein by reference to Exhibit 10.2 to the  Registrant’s Quarterly Report on Form 10-QSB, for the period ended June 30,  2004 (File No. 001-10456).                                |
|   |   |                                                                                                                                                                                                                                                                                                                     |
| 10.10  |   | Form of 1999 Stock and  Warrant Subscription Agreement, incorporated herein by reference to Exhibit  10.1 to the Registrant’s Form 10-SB, as amended (File No. 000-17053).                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                     |
| 10.11  |   | Form of 2000 Stock  Subscription Agreement, incorporated herein by reference to Exhibit 10.3 to  the Registrant’s Form 10-SB, as amended (File No. 000-17053).                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                     |
| 10.12  |   | Securities Purchase  Agreement, dated August 24, 2004, between the Registrant and the Purchasers  set forth on the execution pages thereof, incorporated herein by reference  from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with  the Commission on August 30, 2004 (File No. 001-10456). |
|   |   |                                                                                                                                                                                                                                                                                                                     |
| 10.13  |   | Registration Rights  Agreement, dated August 24, 2004, incorporated herein by reference from  Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the  Commission on August 30, 2004 (File No. 001-10456).                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                     |
| 10.14  |   | Addendum to Securities  Purchase Agreement, , dated August 20, 2004, incorporated herein by reference  from Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, filed with  the Commission on August 30, 2004 (File No. 001-10456).                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                     |
| 14     |   | Code of Conduct and  Ethics, incorporated herein by reference to Exhibit 14 from the Registrant’s  Form 10-KSB for the year ended December 31, 2003 (File No. 000-30656).                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                     |
| 16.1   |   | Letter on change in  certifying accountant, dated January 12, 2005, incorporated herein by  reference from Exhibit 16.1 from the Registrant’s Current Report on Form 8-K,  filed with the Commission on January 12, 2005 (File No. 001-10456).                                                                      |

 

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* Confidential treatment requested as to certain portions of the document, which portions have been omitted and filed separately with the Securities and Exchange Commission.

 

Where a document isincorporated by reference from a previous filing, the exhibit number of thedocument in that previous filing is indicated after the description of suchdocument.

 

**Item 14.****                                                    PRINCIPALACCOUNTANT FEES AND SERVICES**

 

During the fiscal yearsended December 31, 2004 and December 31, 2003, we have been billed thefollowing amounts with respect to fees and expenses for services provided byAnchin, Block & Anchin LLP (Yohalem Gillman & Company LLP), our formerindependent accountants:

 

10

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| ** **                  | ** ** | **2004** | ** ** | **2003** | ** ** |
|-----------------------------|------------|----------|------------|----------|------------|
|                        |       |     |       |     |       |
| **Audit  fees:(1)**         |       | $        | 90,000     |     | $          | 65,000 |   |
| **Audit  related fees:(2)** |       | 5,000    |       | -0-      |       |
| **Tax  fees:(3)**           |       | 5,000    |       | 5,000    |       |
| **All  other fees:(4)**     |       | -0-      |       | -0-      |       |
| **Total**                   |       | $        | 100,000    |     | $          | 70,000 |   |

 

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(1)       Audit fees consisted of audit workperformed in the preparation of financial statements, as well as work generallyonly the independent auditor can reasonably be expected to provide, such asstatutory audits.

 

(2)       Audit Related fees consisted of workperformed in connection with the Company’s S-3 Registration Statement and theCompany’s acquisition of the Intellectual Property of Standard Mems, Inc.  The Company incurred no fees in this categoryduring fiscal year 2003.

 

(3)       Tax fees consist principally ofassistance with matters related to tax compliance and reporting.

 

(4)       The Company incurred no fees in thiscategory during fiscal year 2004 or fiscal year 2003.

 

Pleasesee the Company’s Current Report on Form 8-K, filed with the Commission onApril 19, 2005 (File No. 001-10456), as clarified and amended in Current Reporton Form 8-K, filed with the Commission on April 22, 2005 (File No. 001-10456),for disclosure with respect to the termination of our relationship with Anchin,Block & Anchin LLP.

 

**AuditCommittee Pre-Approval Policy**

 

As discussed in the Audit Committee Charter, theAudit Committee requires the pre-approval of any audit or non-audit engagement.

 

11

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) ofthe Securities Exchange Act of 1934, the registrant has duly caused thisamended report to be signed on its behalf by the undersigned, thereunto dulyauthorized**.**

 
|   | APOGEE TECHNOLOGY, INC. |
|--------|-------------------------|
|   |                    |   |
|   | By:                     | /s/ Herbert M. Stein |   | Date: | April 29, 2005 |   |
|   |                    | Herbert M. Stein,  President |
|   |                    | Chief Executive  Officer, |
|   |                    | Treasurer and Chairman  of the Board |

 

12

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