SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K A/1

þ		Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
		for the fiscal year ended June 30, 2005

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 0-9407

COMPEX TECHNOLOGIES, INC.

(Name of Registrant as specified in its charter)

Minnesota		41-0985318
(State of Incorporation)		(I.R.S. Employer Identification No.)

1811 old highway 8
New Brighton, Minnesota 55112-3493
(651) 631-0590

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

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

Common Stock, $.10 par value per share

Indicate by check mark whether the registrant (1) 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 period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not 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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes þ No o

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price for such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.      $58,362,325

The number of shares outstanding of each of the Company’s classes of common stock, as of September 9, 2005, was: Common Stock, $.10 par value, 12,579,380 shares.

 

 

INTRODUCTORY NOTE

     This form 10K A/1 is being filed to include information in Items 10 through 14 of Part III which the original Form 10-K for the year ended June 30, 2005 indicated would be incorporated by reference to the Company’s proxy statement for its annual meeting for the 2005 fiscal year.

PART III

Item 10. Directors and Executive Officers of the Registrant.

The following table provides information regarding each member of our board of directors.

										Principal occupation and business
Name		Age				Director since				experience for past five years
Frederick H. Ayers †◊			66				1998			Private investor and consultant for more than five years.
Gary D. Blackford◊			48				2005			President, Chief Executive Officer and a director of Universal Hospital Services, Inc. (a provider of medical equipment outsourcing and services to the health care industry) since 2002; Chief Executive Officer for Curative Health Services (a provider of would care management and preparations in the specialty pharmaceutical distribution market) from September 2001 to March 2002; Chief Executive Officer for Shop for School.com (an internet based school fundraising organization) from June 1999 to June 2001. Director of Genezen Healthcare, Inc. and a member of the board of the Twin Cities Ronald McDonald Charities.
Dan W. Gladney			52				2002			President and Chief Executive Officer of Compex since September 2002; President and Chief Executive Officer of Acist Medical Systems, Inc. (a manufacturer of high tech cardiovascular devices) from 1996 to 2002.
Richard E. Jahnke †*‡			56				1997			Independent business consultant specializing in corporate revitalization. Retired: President and Chief Executive Officer of Angeion Corporation from January 2000 until October 2004; President and Chief Executive Officer of Medical Graphics Corporation (a manufacturer of non-invasive medical diagnostic systems) from 1998 until its acquisition by Angeion in January 2000; President and Chief Operating Officer of CNS, Inc. (a manufacturer of consumer products) from 1993 to 1998.
Paulita LaPlante◊*			48				2005			President, Chief Executive Officer and a director of väsamed (a leader of non-invasive hemodynamic assessment technology) since 1998; Vice President of Worldwide Sales, Marketing and Business Development, Director of Marketing and Business development and Interim Vice President of Research and Development of Väsamed. Director of Qualigen, Inc. and a former director of VidaMed, Inc.
Richard Nigon†*			57				2005			Director of Equity Corporate Finance for Miller Johnson Steichen Kinnard (an investment banking firm) since February 2001; Chief Financial Officer of Dantis, Inc. (an internet hosting company) from February 2000 to February 2001; Certified Public Accountant with Ernst & Young from 1970 until February 2000, serving as partner since 1981. Director of Vascular Solutions, Inc. and a director of the Company from 2002 to 2004.

										Principal occupation and business
Name		Age				Director since				experience for past five years
Jack A. Smith ◊*			70				2004			Retired; Chairman from 1994 until 1999 and Chief Executive Officer from 1987 to 1998 of The Sports Authority, Inc., a national sporting goods chain, which he founded in 1987; Prior to founding The Sports Authority, held various executive management positions with major national retailers, including Herman’s Sporting Goods (Chief Operating Officer), Sears, Roebuck and Co. and Montgomery Ward & Co. Director of Darden Restaurants, Inc.

     The following table provides information regarding each of our executive officers (other than Mr. Gladney, who is described in the previous table).

										Principal occupation and business
Name		Age				Officer since				experience for past five years
Scott P. Youngstrom			45				2003			Vice President of Finance and Chief Financial Officer of Compex since December 2003. Chief Financial Officer of Acist Medical Systems, Inc. (a manufacturer of high tech cardiovascular devices), from 1996 until its sale to Bracco s.p.a. in 2002.
Marshall Masko			48				2003			President of Worldwide Consumer Products of Compex since April 2005; Vice President-Compex Consumer Operations of Compex from November 2003 to April 2005; Chief Executive Officer, President and a member of the Board of Directors of North American Heritage Brands from March 2000 until January 2003 and principal of the Business Development Group, through November 2003; President, Chief Executive Officer and a member of the Board of Directors of EBedroom.com from June 1999 through February 2000; Vice Chairman and a member of the Board for United Shipping & Technology (the country’s largest same day shipping service) from 1998 through 2002; Senior Vice President of Marketing for Gateway Learning, from January 1998 through June 1999; Senior Vice President of Marketing for NordicTrack from January 1990 to July 1994, and again from April 1996 to December 1997.
Wayne K. Chrystal			55				1999			Vice President of Manufacturing Operations of Compex since May 1999. With Deluxe Corporation (a supplier of checks and electronic payment services), lastly as Vice President responsible for operations and human resources in various business units from 1973 to 1978.
Gary (Michael) Goodpaster			50				2004			Vice President of Sales Operations of Compex since September 2004; Vice President of Tampa Operations and Director of Managed Care Contracting for Compex since the acquisition of Staodyn Inc. by Compex in March 1998; National Sales Manager with Staodyn prior to that time.

Committees of the Board of Directors

     Audit Committee. Our Audit Committee assists our Board in overseeing and monitoring our accounting and financial reporting processes, audits of our financial statements, the independence and performance of our independent auditors and our compliance with legal and regulatory requirements. The Audit Committee reviews all interested party transactions, serves as our compliance committee and oversees our Code of Conduct. The Audit Committee has sole authority to appoint, determine funding for, retain and oversee our independent auditors and to pre-approve all audit services and permissible non-audit services. It is our policy to present to the entire committee proposals for all audit services and permissible non-audit services prior to engagement. Our Audit Committee has a written charter that embodies this authority, a copy of which may be reviewed at our website at www.compextechnologies.com. Our Audit Committee reviews and updates its charter annually.

     Our Audit Committee currently consists of Mr. Jahnke (Chairman), Mr. Ayers, and Mr. Nigon each of whom is an “independent director” within the meaning of Section 301 of The Sarbanes Oxley Act of 2002 and Nasdaq listing standards applicable to audit committees. Our Board of Directors has identified each Mr. Jahnke and Mr. Nigon as “audit committee financial experts” within the definition recently established by the Securities and Exchange Commission.

     Compensation Committee. Our Compensation Committee establishes the compensation of our executive officers, including our Chief Executive Officer, administers our stock-based benefit plans, including our 1998 Stock Incentive Plan and our Employee Stock Purchase Plan, and makes recommendations to our Board regarding director compensation. The Compensation Committee currently consists of Mr. Ayers (Chairman), Mr. Blackford, Ms. LaPlante, and Mr. Smith. Each of Mr. Ayers, Mr. Blackford, Ms. LaPlante, and Mr. Smith is an independent director under Nasdaq listing standards.

     Nominating and Corporate Governance Committee. Our Nominating and Corporate Governance Committee, currently consisting of Mr. Jahnke, Ms. LaPlante, Mr. Nigon, and Mr. Smith, each of whom is an independent director, identifies individuals qualified to become Board members, recommends to the Board nominees to fill vacancies in membership of the Board as they occur and, prior to each Annual Meeting of Shareholders, recommends a slate of nominees for election as Directors at such meeting. The Committee also monitors developments in corporate governance principles and other corporate governance matters and makes recommendations to the Board of Directors regarding the adoption of additional corporate governance principles.

Compliance With Section 16(A) of The Securities Exchange Act of 1934

     Section 16(a) of the Securities Exchange Act of 1934 requires executive officers, directors and persons who beneficially own more than ten percent (10%) of our common stock to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission. Executive officers, directors and greater than ten percent (10%) beneficial owners are required by Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) forms they file. Mr. Masko filed late one Form 4 reporting the receipt of an option during fiscal 2005 and Mr. Ayers filed late a form 4 reporting the exercise of an option. With the exception of these late Form 4s, we believe that our executive officers and directors complied with all applicable Section 16(a) filing requirements during and with respect to the fiscal year ended June 30, 2005.

Corporate Governance—Our Code of Ethics

     Our Board of Directors and management are dedicated to exemplary corporate governance. In February 2000, we adopted a Code of Business Ethics and Conduct and revised our Code after adoption of regulations by the Securities and Exchange Commission in 2003. The Code is a statement of our high standards for ethical behavior and legal compliance, and it governs the manner in which we conduct our business. We require all of our employees,

officers, and directors, including our financial executives, to abide by the Code. A copy of our Code of Ethics may be reviewed at our website at www.compextechnologies.com.

Item 11. Executive Compensation.

Summary Compensation Table

     The table below shows the cash and non-cash compensation paid or earned by our Chief Executive Officer and each of our most highly compensated executive officers who received salary and bonus of $100,000 or more during each of the years in the three-year period ended June 30, 2005:

						Annual Compensation												Long-Term
														Other				Compensation								All Other
Name and		Fiscal												Annual				Restricted								Compen-
Principal Position		Year				Salary				Bonus				Comp.				Stock (1)				Options (2)				sation (3)
Dan W. Gladney			2005			$	349,067			$	68,776				—				—				—			$	10,205
President and			2004				336,705				52,905				—				61,300				40,000				9,796
Chief Executive Officer			2003	(4)			257,231				106,667				—				—				500,000				2,215
Scott P. Youngstrom			2005			$	205,961			$	28,814				—				—				—			$	6,383
Vice President of			2004				197,009				23,331				—				15,325				10,000				5,730
Finance and Chief			2003	(4)			102,308				33,250				—				—				200,000				—
Financial Officer
Marshall Masko			2005			$	167,843			$	15,030				—				—				—			$	5,202
President of Worldwide			2004				157,611				14,500				—				12,260				5,000				4,728
Consumer Products			2003	(4)			89,423				22,604				—				—				150,000				—
Wayne K. Chrystal			2005			$	150,516			$	17,709				—				—				—			$	4,515
Vice President of			2004				140,979				14,500				—				9,195				3,500				4,229
Manufacturing Operations			2003				131,049				27,824				—				—				15,000				3,932
Gary (Michael) Goodpaster			2005			$	187,781			$	25,935				—				—				—			$	6,395
Vice President of Sales			2004				179,925				21,000				—				15,325				50,000				6,072
Operations

Stock Options

     The following table provides information about options that we granted during fiscal 2005 to the executive officers named in the summary compensation table:

Option Grants in Fiscal 2005

																		Potential Realizable
																		Value at Assumed Annual
		Number of				Percent of Total												Rates of Stock Price
		Securities				Options Granted To												Appreciation for
		Underlying Options				Employees in Fiscal				Exercise				Expiration				Option Term (1)
Name		Granted				2004				Price ($/Share)				Date				5% ($)				10% ($)
Mr. Gladney			—				—				—				—				—				—
Mr. Youngstrom			—				—				—				—				—				—
Mr. Masko			15,000				7.1	%		$	4.96				4/45/2012			$	30,288			$	70,584
Mr. Chrystal			—				—				—				—				—				—
Mr. Goodpaster			—				—				—				—				—				—

     The following table provides information about stock options held at the end of fiscal 2005 by the executive officers named in the Summary Compensation Table:

Option Exercises in Fiscal 2005 and Year-End Option Values

		Shares								Number of Securities								Value of Unexercised
		Acquired								Underlying Unexercised Options								In-the-Money Options
		On				Value				At End of Fiscal 2005								At End of Fiscal 2005 (1)
Name		Exercise				Realized				Exercisable				Unexercisable				Exercisable				Unexercisable
Mr. Gladney			—				—				285,000				255,000			$	168,025			$	137,475
Mr. Youngstrom			—				—				102,500				107,500				49,000				49,000
Mr. Masko			—				—				76,250				93,750				24,000				24,000
Mr. Chrystal			—				—				63,375				19,575				74,018				9,668
Mr. Goodpaster			—				—				33,750				48,750				27,980				11,918

Employment and Severance Agreements

     We have employment agreements with each of Mr. Gladney, Mr. Youngstrom, Mr. Masko and Mr. Goodpaster. The agreement with Mr. Gladney provides for an annual salary of $320,000, which has since been increased, for participation in our bonus plan, for the grant of two stock options to purchase a total of 500,000 shares of common stock, and for one year’s severance upon termination prior to a change of control, and two years’ severance upon termination after a change of control, when termination is not for cause or for good reason. The agreement also contains confidentiality and intellectual property assignment provisions, and a covenant not to compete during employment and for a period of one year after termination of employment. Except with respect to salaries, for stock options and for the length of severance, the employment agreements for Mr. Youngstrom, Mr. Masko and Mr. Goodpaster are similar to the agreement for Mr. Gladney. Each of Mr. Youngstrom, Mr. Masko, and Mr. Goodpaster is entitled to severance equal to six months salary upon termination without cause prior to a

change of control, and for one year’s severance upon termination without cause or voluntarily for good reason after a change of control. Each of the agreements provide that no amounts will be paid that would constitute “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code.

     We have also entered into a severance pay agreement with Mr. Chrystal that provides for payments in the event of a change in control and his subsequent termination without cause or voluntarily for good reason, in an amount equal to one times his then-current annual salary. The agreement provides that no amounts will be paid that would constitute “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code.

Long-Term Incentive Plan Awards

     Other than the 1998 Stock Incentive Plan and the 1993 Employee Stock Purchase Plan, we do not maintain any long-term incentive plans.

Equity Compensation Plan Information

     We maintain a 1998 Stock Incentive Plan and the 1993 Employee Stock Purchase Plan, pursuant to which we may grant equity awards or sell common stock to our officers, employees and consultants. Our 1988 Restated Stock Option Plan has expired, but options remain outstanding that are subject to the plan. Each of these plans was approved by our shareholders. The following table provides information about equity awards under these plans as of the end of our most recent fiscal year:

Number of

Weighted-

Number of securities

securities to be

average exercise

remaining available for

issued upon

price of

future issuance under

exercise of

outstanding

equity compensation

outstanding

options,

plans (excluding

options, warrants

warrants and

securities reflected in

Plan category

and rights

rights

column (a))

(a)

(b)

(c)

Equity compensation plans approved by security holders

1,478,748

$

4.87

184,384

Equity compensation plans not approved by security holders

650,000

(2)

$

3.62

N/A

Total

2,128,748

$

4.49

Compensation of our Directors

     Director Fees. Our Directors who are not also employees receive director fees of $5,000 per quarter plus $1,500 for each board meeting attended in person. Board members also receive $750 for each meeting of the compensation committee and the nominating and corporate governance committee attended. Members of the audit committee receive $1,500 for each meeting attended. The chair of each committee receives an additional annual fee of $6,000.

     Options. Our 1998 Stock Incentive Plan provides that our directors who are not also employees receive stock options to purchase 2,500 shares of common stock on the date of each annual meeting of shareholders. The plan also provides our Board with discretion, however, to grant larger options to directors. If any director is granted a larger option during the year preceding an annual meeting, then the options due at the annual meeting are not granted. All of the options granted under the plan to directors must be granted with an exercise price equal to the fair market value on the date of grant. Options granted under the plan to directors are fully exercisable from the date of grant and terminate 10 years after the date of grant.

     Messrs. Ayers and Jahnke each received an option under the plan to purchase 10,000 shares of common stock on the date of our annual meeting in November 2004 and Mr. Smith received an additional option to purchase 20,000 shares of common stock at such meeting. Mr. Blackford received an option to purchase 15,000 shares of common stock on his election as a board member in February 2005 and each of Mr. Nigon and Ms. LaPlante received an option to purchase 15,000 shares upon their election to the Board in July 2005. Accordingly, there will be no automatic grants at the annual meeting of shareholders for the 2005 fiscal year.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

     The following table sets forth, as of September 30, 2005, information about the ownership of our common stock by each person we know to own more than 5% of our common stock and by our director and executive officers:

Name		Shares Beneficially Owned (1)				Percent Owned
Heartland Advisors, Inc. (2) 789 North Water Street Milwaukee, WI 53202			1,303,900				10.3
Dalton, Greiner, Hartman, Maher & Co (3) 565 Fifth Avenue, Suite 2101 New York, NY 10017			1,003,424				7.9
Frederick H. Ayers			101,676				*
Gary M. Blackford			15,000				*
Dan W. Gladney			363,245				2.8
Richard E. Jahnke			82,500				*
Paulita LaPlante			15,000				*
Richard J. Nigon			15,000				*
Jack A. Smith			35,000				*
Scott P. Youngstrom			119,121				*
Wayne K. Chrystal			97,297				*
Marshall Masko			143,165				*
Gary M. Goodpaster			60,525				*
All Directors and named executive officers as a group (10 persons)			1,047,529				7.8	%

Item 13. Certain Relationships and Related Transactions.

     Not applicable

Item 14. Principal Accountant Fees and Services

     The following table sets forth all fees billed to us, or which we expect to be billed us, by Ernst & Young LLP for years ended June 30, 2004 and June 30, 2005:

		2004				2005
Audit Fees (1)		$	309,000			$	740,900
Audit-Related Fees (2)			101,150				116,000
Tax Fees (3)			184,745				154,221
All Other Fees			—				—

     The Audit Committee has sole authority to appoint, determine funding for, retain and oversee our independent auditors and to pre-approve all audit services and permissible non-audit services. It is our policy to present to the entire committee proposals for all audit services and permissible non-audit services prior to engagement.

SIGNATURES

In accordance with 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, hereunto duly authorized.

In accordance with 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.

NAME		TITLE		DATE
/s/ Dan W. Gladney		Chairman, President, and Chief Executive Officer		October 28, 2005
Dan W. Gladney
		Vice President of Finance and Chief Financial Officer
/s/ Scott P. Youngstrom		(Principal Financial and Accounting Officer)		October 28, 2005
Scott P. Youngstrom
/s/ Frederick H. Ayers		Director		October 28, 2005
Frederick H. Ayers
/s/ Gary D. Blackford		Director		October 28, 2005
Gary D. Blackford
/s/ Richard E. Jahnke		Director		October 28, 2005
Richard E. Jahnke
/s/ Paulita M. LaPlante		Director		October 28, 2005
Paulita M. LaPlante
/s/ Richard J. Nigon		Director		October 28, 2005
Richard J. Nigon
/s/ Jack A. Smith		Director		October 28, 2005
Jack A. Smith