UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment #2) (Mark One) |X| Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2000 or ----------------- |_| Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ____ to ____ Commission file number: 0-9919 ------ PSC Inc. -------------------------------------------------------------------------------- Exact name of registrant as specified in its charter New York 16-0969362 -------------------------------------------------------------------------------- State or other jurisdiction of incorporation IRS Employer ID No. or organization 4800 SW Meadows Rd. Suite 300, Portland, Oregon 97035 -------------------------------------------------------------------------------- Address of principal executive offices Zip Code Registrant's telephone number, including area code: 503-534-3553 Securities registered pursuant to Section 12(b) of the Act: ----------------------------------------------------------- None Securities registered pursuant to Section 12(g) of the Act: Nasdaq Stock Market ---------------------------------------------------------- Common Stock, $.01 par value ---------------------------- (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_| Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K |X|. - 1 - As of March 30, 2001, the aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $14,156,775. (Assumes officers, directors and any shareholder holding 5% of the outstanding shares are affiliates.) As of March 30, 2001, there were 12,458,071 outstanding Common Shares. Documents incorporated by reference: Part III incorporates information from certain portions of PSC Inc.'s Proxy Statement for the 2001 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year. PSC Inc. is filing this Amendment No. 2 on Form 10-K/A (Amendment) to its Annual Report Form 10-K for the year ending December 31, 2000 (Form 10-K) filed with the SEC on April 16, 2001 for the purpose of filing Exhibit 10.39 in its entirety. A portion of said Exhibit was inadvertently not previously filed. - 2 - SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: April 23, 2001 PSC Inc. /s/ Edward J. Borey ------------------------------------ Edward J. Borey President and Chief Executive Officer and Director Date: April 23, 2001 /s/ Chester A. Galka ------------------------------------------ Chester A. Galka Director of Finance - 3 -